Web design and development terms and conditions

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

    1. Definitions

    2. In these Terms and Conditions, except to the extent expressly provided otherwise:
      1. Acceptance Criteria” means:
        1. the Website conforming in all material respects with the Website Specification; and
        2. the Website being free from Website Defects;
      2. Acceptance Period” means a period of 10 Business Days following the supply of the Website to the Customer or the resupply of the Website to the Customer in accordance with Clause 5, or such other period as the parties may agree in writing;
      3. Acceptance Tests” means a set of tests designed to establish whether the Website meets the Acceptance Criteria, providing that the exact form of the tests shall be agreed and documented by the parties acting reasonably;
      4. Additional Development Services” means development services relating to the Website that the parties agree, in accordance with Clause 6, will be provided by the Developer to the Customer after the acceptance or deemed acceptance of the Website;
      5. Additional Works” means all software and other works and materials that the Developer delivers to the Customer, or has an obligation to deliver to the Customer, under any agreement between the parties for the provision of Additional Development Services;
      6. Business Day” means any weekday other than a bank or public holiday in England;
      7. Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
      8. Charges” means:
        1. the amounts specified in Section 8 of the Statement of Work and elsewhere in these Terms and Conditions;
      9. Confidential Information” means the Developer Confidential Information and the Customer Confidential Information;
      10. Contract” means a particular contract made under these Terms and Conditions between the Developer and the Customer;
      11. Customer” means the person or entity identified as such in Section 1 of the Statement of Work;
      12. Customer Confidential Information” means:
        1. any information disclosed by or on behalf of the Customer to the Developer at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the Developer (acting reasonably) to be confidential; and
        2. the financial terms of the Contract;
      13. Customer Indemnity Event” has the meaning given to it in Clause 22.3;
      14. Customer Materials” means all works and materials supplied by or on behalf of the Customer to the Developer for incorporation into or integration with the Website, or for use in connection with the Services;
      15. Customer Personal Data” means any Personal Data that is processed by the Developer on behalf of the Customer in relation to the Contract, but excluding [personal data] with respect to which the Developer is a data controller;
      16. Customer Representatives” means the person or persons identified as such in REFERENCE TARGET REMOVED, and any additional or replacement persons that may be appointed by the Customer giving to the Developer written notice of the appointment;
      17. Data Protection Laws” means the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data;
      18. Developer” means MSK Jobs Ltd, a company incorporated in England and Wales (registration number 13175261) having its registered office at The Pottery, Malmesbury, Wiltshire, SN16 9BE;
      19. Developer Confidential Information” means:
        1. any information disclosed by or on behalf of the Developer to the Customer at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the Customer (acting reasonably) to be confidential; and
        2. the financial terms of the Contract;
      20. Developer Credit” means a textual credit for the Developer incorporating a link to the website of the Developer, in a form agreed by the parties acting reasonably;
      21. Developer Indemnity Event” has the meaning given to it in Clause 22.1;
      22. Developer Representatives” means the person or persons identified as such in REFERENCE TARGET REMOVED, and any additional or replacement persons that may be appointed by the Developer giving to the Customer written notice of the appointment;
      23. Development Services” means the design and development of the Website by the Developer;
      24. Documentation” means the documentation for the Website produced by the Developer and delivered or made available by the Developer to the Customer;
      25. Effective Date” means the date of execution of the Contract;
      26. EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;
      27. Export Laws” means all applicable laws restricting and/or regulating:
        1. the inter-jurisdictional import, export, supply, disclosure, transfer or transmission of goods, services, software, technology, technical know-how, data and/or information; and/or
        2. the import, export, supply, disclosure, transfer or transmission of goods, services, software, technology, technical know-how, data and/or information to designated entities or persons, or to designated classes of entities or persons;
      28. 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, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);
      29. Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
      30. Personal Data” means personal data under any of the Data Protection Laws;
      31. Remedy Period” means a period of 20 Business Days following the Customer giving to the Developer a notice that the Website has failed the Acceptance Tests, or such other period as the parties may agree in writing;
      32. Services” means any services that the Developer provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;
      33. Set Up Services” means the installation and configuration on a web server of the Website in accordance with Section 6 of the Statement of Work;
      34. Source Code” means software code in human-readable form, including human-readable code compiled to create software or decompiled from software, but excluding interpreted code;
      35. Statement of Work” means a written statement of work agreed by or on behalf of each of the parties;
      36. Term” means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
      37. Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Statement of Work, including any amendments to that documentation from time to time;
      38. Third Party Materials” means the works and/or materials comprised in the Website excluding the Customer Materials, the Intellectual Property Rights in which are owned by a third party, and which are specified in Section 5 of the Statement of Work or which the parties agree in writing shall be incorporated into the Website;
      39. UK GDPR” means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;
      40. Website” means the website developed or to be developed by the Developer for the Customer under the Contract, as specified in the Statement of Work, including all the Source Code for that website created by the Developer in the course of providing the Services;
      41. Website Defect” means a defect, error or bug in the Website having a material adverse effect on the appearance, operation, functionality, security or performance of the Website, but excluding any defect, error or bug caused by or arising as a result of:
        1. any act or omission of the Customer or any person authorised by the Customer to use the Website;
        2. any use of the Website contrary to the Documentation by the Customer or any person authorised by the Customer to use the Website;
        3. a failure of the Customer to perform or observe any of its obligations in these Terms and Conditions; and/or
        4. an incompatibility between the Website and any other system, network, application, program, hardware or software not specified as compatible in the Website Specification; and
      42. Website Specification” means the specification for the Website set out in Section 2 of the Statement of Work, as it may be varied by the written agreement of the parties from time to time.
    1. Term

    2. The Contract shall come into force upon the Effective Date.
    3. The Contract shall continue in force indefinitely, subject to termination in accordance with Clause 25 or any other provision of these Terms and Conditions.
    4. Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.
    1. Development Services

    2. The Developer shall provide the Development Services to the Customer.
    3. The Developer shall use reasonable endeavours to ensure that the Development Services are provided in accordance with the timetable set out in Section 7 of the Statement of Work, and that copies of the Website and Documentation are delivered to the Customer in accordance with that timetable.
    4. The Customer acknowledges that a delay in the Customer performing its obligations under these Terms and Conditions may result in a delay in the performance of the Development Services; and subject to Clause 23.1 the Developer will not be liable to the Customer in respect of any failure to meet the Development Services timetable to the extent that that failure arises out of a delay in the Customer performing its obligations under these Terms and Conditions.
    5. The Developer shall ensure that the Source Code, and any interpreted code, comprised in the Website created by or on behalf of the Developer during the provision of the Development Services is written to a professional standard, conforms with any coding standards document agreed between the parties, and incorporates sufficient commentary to enable a competent third party developer to understand, adapt, maintain and update the code.
    6. The Developer shall keep the Customer reasonably informed of the progress of the Development Services and, in particular, shall inform the Customer of any substantial obstacles or likely delays in the performance of the Development Services.
    7. The Developer shall during the course of the Development Services at the request of the Customer make accessible to the Customer a current development version of the Website for the purposes of enabling the Customer to assess the progress of the Development Services and provide feedback to the Developer regarding the Website.
    8. If the Contract terminates (for whatever reason) before the delivery of the completed Website to the Customer, the Developer must within 14 days following such termination deliver to the Customer all work in progress towards the Website.
    1. Set Up Services

    2. The Developer shall provide the Set Up Services to the Customer.
    3. The Developer shall use all reasonable endeavours to ensure that the Set Up Services are provided in accordance with the timetable set out in Section 6 of the Statement of Work.
    4. The Customer acknowledges that a delay in the Customer performing its obligations in the Contract may result in a delay in the performance of the Set Up Services; and subject to Clause 23.1 the Developer will not be liable to the Customer in respect of any failure to meet the Set Up Services timetable to the extent that that failure arises out of a delay in the Customer performing its obligations under these Terms and Conditions.
    1. Acceptance procedure

    2. During each Acceptance Period, the Developer shall ensure that the Website is accessible to the Customer and the Customer shall carry out the Acceptance Tests.
    3. The Developer hereby grants to the Customer a non-exclusive non-transferable and non-sublicensable licence to use the Website during each Acceptance Period solely for the purpose of conducting the Acceptance Tests.
    4. The Developer shall provide to the Customer at the Developer’s own cost and expense all such assistance and co-operation in relation to the carrying out of the Acceptance Tests as the Customer may reasonably request.
    5. Before the end of each Acceptance Period, the Customer shall give to the Developer a written notice specifying whether the Acceptance Tests have been passed or failed.
    6. If the Customer fails to give to the Developer a written notice in accordance with Clause 5.4 or uses the Website for any purpose other than the conduct of the Acceptance Tests, then the Website shall be deemed to have passed the Acceptance Tests.
    7. If the Customer notifies the Developer that the Acceptance Tests have been failed, then the Customer must provide to the Developer, at the same time as the giving of the notice, written details of the results of the Acceptance Tests including full details of the identified failure.
    8. If the Customer notifies the Developer that the Website has failed the Acceptance Tests:
      1. if the Developer agrees with the Customer that the Website has not passed the Acceptance Tests, then the Developer must correct the issue and re-supply the Website to the Customer before the end of the Remedy Period; or
      2. otherwise, then the parties must meet as soon as practicable and in any case before the expiry of the Remedy Period and use their best endeavours to agree whether the Website has not passed the Acceptance Tests and, if appropriate, a plan of action reasonably satisfactory to both parties, and they must record any agreement reached in writing.
    9. Notwithstanding the other provisions of this Clause 5, but subject to any written agreement of the parties to the contrary, the maximum number of rounds of Acceptance Tests under this Clause 5 shall be 3, and if the Acceptance Criteria have not been met by the end of the final round of Acceptance Tests, the Developer shall be deemed to be in material breach of the Contract.
    10. If the Customer notifies the Developer that the Website has passed the Acceptance Tests or the Website is deemed to have passed the Acceptance Tests under this Clause 5, then subject to Clause 23.1 the Customer will have no right to make any claim under or otherwise rely upon any warranty given by the Developer to the Customer in these Terms and Conditions in relation to the conformance of the Website to the Website Specification or the absence of Website Defects from the Website, unless the Customer could not reasonably have been expected to have identified the breach of that warranty during the testing process.
    1. Additional Development Services

    2. From time to time during the Term, the parties may agree using the procedure set out in REFERENCE TARGET REMOVED or otherwise in writing that the Developer shall provide to the Customer Additional Development Services.
    3. The parties must ensure that the following matters relating to any Additional Development Services (at least) are agreed in accordance with Clause 6.1 before the Developer begins the provision of those Additional Development Services: the scope of the Additional Development Services and the specification of the Additional Works, the timetable for the provision to the Additional Development Services, the Customer’s specific obligations in relation to the Additional Development Services, what (if any) acceptance procedure will apply to the Additional Works, how the Intellectual Property Rights in the Additional Works will be assigned and/or licensed, what warranties the Developer will give to the Customer in relation to the Additional Works, and the amount or calculation of the Charges payable in respect of the Additional Development Services.
    1. Customer obligations

    2. Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Developer, or procure for the Developer, such:
      1. co-operation, support and advice;
      2. information and documentation; and
      3. governmental, legal and regulatory licences, consents and permits,
      as are reasonably necessary to enable the Developer to perform its obligations under the Contract.
    3. The Customer must provide to the Developer, or procure for the Developer, such access to the Customer’s computer hardware, software, networks and systems as may be reasonably required by the Developer to enable the Developer to perform its obligations under the Contract.
    1. Customer Materials

    2. The Customer must supply to the Developer the Customer Materials specified in Section 4 of the Statement of Work, in accordance with any timetable specified in Section 7 of the Statement of Work.
    3. The Customer hereby grants to the Developer a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Materials to the extent reasonably required for the performance of the obligations of the Developer and the exercise of the rights of the Developer under these Terms and Conditions, together with the right to sub-license these rights.
    4. The Customer warrants to the Developer that the Customer Materials when used by the Developer in accordance with these Terms and Conditions will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
    1. Intellectual Property Rights

    2. The Developer hereby grants to the Customer a worldwide, non-exclusive and expiring licence to use the Website (excluding the Third Party Materials and the Customer Materials), providing the Customer must not: sell, resell, rent, lease, supply, distribute or redistribute the Website; use the Website to create or operate any new website or web application (other than the Website itself); or alter, adapt or edit the Website. This licence shall take effect in respect of a work upon and from the delivery of that work to the Customer.
    3. Subject to any express written agreement between the parties, the Developer shall ensure that the Third Party Materials are:
      1. licensed to the Customer in accordance with the relevant licensor’s standard licensing terms (which the Customer acknowledges may be open source or Creative Commons licensing terms);
      2. licensed to the Customer on reasonable terms notified by the Developer to the Customer;
      3. sub-licensed by the Developer to the Customer on reasonable terms notified in writing by the Developer to the Customer; or
      4. sub-licensed by the Developer to the Customer on the basis of a non-exclusive, worldwide, perpetual and irrevocable licence to use the Third Party Materials in connection with the Website.
    4. To the maximum extent permitted by applicable law:
      1. the Developer irrevocably and unconditionally waives all moral rights (including rights of paternity and rights of integrity) in respect of the Website and the Documentation to which the Developer may at any time be entitled; and
      2. the Developer undertakes to ensure that all individuals involved in the preparation of the Website and/or the Documentation will irrevocably and unconditionally waive all moral rights (including rights of paternity and rights of integrity) in respect of the Website and/or the Documentation to which they may at any time be entitled.
    5. The Developer must use reasonable endeavours to:
      1. do or procure the doing of all acts; and
      2. execute or procure the execution of all documents,
      that the Customer may reasonably request from time to time in order to perfect or confirm the Customer’s ownership of the rights assigned by these Terms and Conditions.
    1. Reversion of assignments and licences

    2. Notwithstanding any other provision of these Terms and Conditions, the licences and assignments granted by the Developer to the Customer under these Terms and Conditions are subject to the payment by the Customer of all amounts owing to the Developer under the Contract in full and on time.
    3. If the Customer owes any amount to the Developer under the Contract and fails to pay that amount to the Developer within 30 days following the receipt of a notice requiring it to do so and specifying that the assignments will revert and the licences will terminate if the amount remains unpaid, then the Developer may immediately revert the assignments and terminate the licences granted by the Developer under these Terms and Conditions by giving written notice of reversion and termination to the Customer.
    1. Developer Credit

    2. The Developer may include the Developer Credit on each page of the Website in a position to be agreed by the parties acting reasonably.
    3. The Customer must retain the Developer Credit on the Website and any adapted version of the Website, must not interfere with the Developer Credit in any way which will have or may reasonably be expected to have a negative impact upon the value of the Developer Credit to the Developer, and may only remove the Developer Credit at the Developer’s request.
    1. Representatives

    2. The Developer shall ensure that all instructions given by the Developer in relation to the matters contemplated in the Contract will be given by a Developer Representative to a Customer Representative, and the Customer:
      1. may treat all such instructions as the fully authorised instructions of the Developer; and
      2. must not comply with any other instructions in relation to that subject matter.
    3. The Customer shall ensure that all instructions given by the Customer in relation to the matters contemplated in the Contract will be given by a Customer Representative to a Developer Representative, and the Developer:
      1. may treat all such instructions as the fully authorised instructions of the Customer; and
      2. must not comply with any other instructions in relation to that subject matter.
    1. Management

    2. The parties shall hold management meetings by telephone conference or using internet-based conferencing facilities:
      1. for the agreed monthly period set out in each individual package; and
      2. at the reasonable request of either party.
    3. Wherever necessary to enable the efficient conduct of business, the Developer shall be represented at management meetings by at least 1 Developer Representative and the Customer shall be represented at management meetings by at least 1 Customer Representative.
    1. Charges

    2. The Customer shall pay the Charges to the Developer in accordance with these Terms and Conditions.
    3. All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated inclusive of any applicable value added taxes.
    4. The Developer may elect to vary any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation expiring on any anniversary of the date of execution of the Contract, providing that no such variation shall constitute a percentage increase in the relevant element of the Charges that exceeds 2% over the percentage increase, since the date of the most recent variation of the relevant element of the Charges under this Clause 14.3 (or, if no such variation has occurred, since the date of execution of the Contract), in the Retail Prices Index (all items) published by the UK Office for National Statistics.
    1. Timesheets

    2. The Developer must:
      1. ensure that the personnel providing Services, the Charges for which will be based in whole or part upon the time spent in the performance of those Services, complete reasonably detailed records of their time spent providing those Services; and
      2. retain such records during the Term, and for a period of at least 12 months following the end of the Term.
    3. Within 10 Business Days following receipt of a written request, the Developer shall supply to the Customer copies of such of the timesheets referred to in Clause 15.1 and in the Developer’s possession or control as the Customer may specify in that written request.
    1. Payments

    2. The Developer shall issue invoices for the Charges to the Customer monthly.
    3. The Customer must pay the Charges to the Developer within the period of 30 days following the receipt of an invoice issued in accordance with this Clause 16.
    4. The Customer must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque (using such payment details as are notified by the Developer to the Customer from time to time).
    5. If the Customer does not pay any amount properly due to the Developer under these Terms and Conditions, the Developer may:
      1. charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
      2. claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
    1. Confidentiality obligations

    2. The Developer must:
      1. keep the Customer Confidential Information strictly confidential;
      2. not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;
      3. use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Developer uses to protect the Developer’s own confidential information of a similar nature, being at least a reasonable degree of care; and
      4. act in good faith at all times in relation to the Customer Confidential Information.
    3. The Customer must:
      1. keep the Developer Confidential Information strictly confidential;
      2. not disclose the Developer Confidential Information to any person without the Developer’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;
      3. use the same degree of care to protect the confidentiality of the Developer Confidential Information as the Customer uses to protect the Customer’s own confidential information of a similar nature, being at least a reasonable degree of care; and
      4. act in good faith at all times in relation to the Developer Confidential Information.
    4. Notwithstanding Clauses 17.1 and 17.2, a party’s Confidential Information may be disclosed by the other party to that other party’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Contract and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.
    5. No obligations are imposed by this Clause 17 with respect to a party’s Confidential Information if that Confidential Information:
      1. is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
      2. is or becomes publicly known through no act or default of the other party; or
      3. is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.
    6. The restrictions in this Clause 17 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.
    7. Upon the termination of the Contract, each party must immediately cease to use the other party’s Confidential Information.
    8. Within 5 Business Days following the date of effective termination of the Contract, the relevant party must:
      1. irreversibly delete from its media and computer systems all copies of the other party’s Confidential Information (and ensure that the other party’s Confidential Information is irreversibly deleted from the media and computer systems of all persons to whom the relevant party has directly or indirectly disclosed that Confidential Information);
      2. ensure that no other copies of the other party’s Confidential Information remain in the relevant party’s possession or control (or the possession of control of any person to whom the relevant party has directly or indirectly disclosed the other party’s Confidential Information);
      3. certify in writing to the other party that it has complied with the requirements of this Clause 17.7,
      subject in each case to any obligations that the relevant party has under the Contract to supply or make available to the other party any data or information, and providing that the relevant party shall have no obligation under this Clause 17.7 to delete or to cease to possess or control any of the other party’s Confidential Information to the extent that the relevant party is required by applicable law to retain that Confidential Information.
    9. The provisions of this Clause 17 shall continue in force for a period of 5 years following the termination of the Contract, at the end of which period they will cease to have effect.
    1. Publicity

    2. The Developer must not make any public disclosures relating to the Contract or the subject matter of the Contract (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of the Customer, such consent not to be unreasonably withheld or delayed.
    3. Nothing in this Clause 18 shall be construed as limiting the obligations of the parties under Clause 17.
    1. Data protection

    2. Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
    3. The Customer warrants to the Developer that it has the legal right to disclose all Personal Data that it does in fact disclose to the Developer under or in connection with the Contract.
    4. The Customer shall only supply to the Developer, and the Developer shall only process, in each case under or in relation to the Contract, the Personal Data of the practitioner or practice of the following types: names, addresses, phone numbers; and the Developer shall only process the Customer Personal Data for the following purposes: populating the website.
    5. The Developer shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 19.
    6. The Developer shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to a third country under the Data Protection Laws), as set out in these Terms and Conditions or any other document agreed by the parties in writing.
    7. The Customer hereby authorises the Developer to make the following transfers of Customer Personal Data:
      1. the Developer may transfer the Customer Personal Data to its third party processors in the jurisdictions identified elsewhere in this Clause 19 and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein;
      2. the Developer may transfer the Customer Personal Data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for Personal Data;
      3. the Developer may transfer the Customer Personal Data from the UK to the EEA, and may permit its third party processors to do so, in any period during which EEA states are not treated as third countries under the UK GDPR or during which EEA states benefit from adequacy regulations under the UK GDPR; and
      4. the Developer may transfer the Customer Personal Data from the EEA to the UK, and may permit its third party processors to do so, in any period during which the UK is not treated as a third country under the EU GDPR or during which the UK benefits from an adequacy decision under the EU GDPR.
    8. The Developer shall promptly inform the Customer if, in the opinion of the Developer, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
    9. Notwithstanding any other provision of the Contract, the Developer may process the Customer Personal Data if and to the extent that the Developer is required to do so by applicable law. In such a case, the Developer shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
    10. The Developer shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
    11. The Developer and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including the measures specified in the information security policy of the Developer (as it may be updated by the Developer from time to time).
    12. The Developer must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Developer shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Developer must not implement the changes. The Developer shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Developer by this Clause 19.
    13. The Developer shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.
    14. The Developer shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Developer may charge the Customer at its standard time-based charging rates for any work performed by the Developer at the request of the Customer pursuant to this Clause 19.13.
    15. The Developer must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 24 hours after the Developer becomes aware of the breach.
    16. The Developer shall make available to the Customer all information necessary to demonstrate the compliance of the Developer with its obligations under this Clause 19 and the Data Protection Laws. The Developer may charge the Customer at its standard time-based charging rates for any work performed by the Developer at the request of the Customer pursuant to this Clause 19.15, providing that no such charges shall be levied with respect to the completion by the Developer (at the reasonable request of the Customer, not more than once per calendar year) of the standard information security questionnaire of the Customer.
    17. The Developer shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
    18. The Developer shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Developer’s processing of Customer Personal Data with the Data Protection Laws and this Clause 19. The Developer may charge the Customer at its standard time-based charging rates for any work performed by the Developer at the request of the Customer pursuant to this Clause 19.17, providing that no such charges shall be levied where the request to perform the work arises out of any breach by the Developer of the Contract or any security breach affecting the systems of the Developer.
    19. If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under the Contract, then the parties shall use their best endeavours promptly to agree such variations to the Contract as may be necessary to remedy such non-compliance.
    1. Warranties

    2. The Developer shall provide the Services with reasonable skill and care.
    3. The Developer warrants to the Customer that:
      1. the Developer has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;
      2. the Developer will comply with all applicable legal and regulatory requirements applying to the exercise of the Developer’s rights and the fulfilment of the Developer’s obligations under these Terms and Conditions; and
      3. the Developer has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
    4. The Developer warrants to the Customer that:
      1. the Website as provided will conform in all material respects with the Website Specification;
      2. the Website will be supplied free from Website Defects and will remain free from Website Defects for a period of at least 12 months following the supply of the Website;
      3. the Website will be supplied free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
      4. the Website shall incorporate security features reflecting the requirements of good industry practice.
    5. The Developer warrants to the Customer that the Website and Documentation, when used by the Customer in accordance with these Terms and Conditions, will not breach any laws, statutes or regulations applicable under English law; providing however that the Developer shall have no liabilities under this Clause 20.4 in respect of any such breach caused by the Customer Materials or the Third Party Materials.
    6. The Developer warrants to the Customer that the Website and Documentation, when used by the Customer in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law; providing however that the Developer shall have no liabilities under this Clause 20.5 in respect of any such infringement caused by the Customer Materials or the Third Party Materials.
    7. If the Developer reasonably determines, or any third party alleges, that the use of the Website by the Customer in accordance with these Terms and Conditions infringes any person’s Intellectual Property Rights, the Developer may acting reasonably at its own cost and expense:
      1. modify the Website in such a way that it no longer infringes the relevant Intellectual Property Rights, providing that any such modification must not introduce any Website Defects into the Website and must not result in the Website failing to conform with the Website Specification; or
      2. procure for the Customer the right to use the Website in accordance with these Terms and Conditions.
    8. The Customer warrants to the Developer that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
    9. All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.
    1. Acknowledgements and warranty limitations

    2. The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Developer gives no warranty or representation that the Website will be wholly free from defects, errors and bugs.
    3. The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Developer gives no warranty or representation that the Website will be entirely secure.
    4. The Customer acknowledges that the Website is only designed to be compatible with that software (including web browser and web server software) that is specified as compatible in the Website Specification; and the Developer does not warrant or represent that the Website will be compatible with any other software.
    5. The Customer acknowledges that the Developer will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Website; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Developer does not warrant or represent that the Website or the use of the Website by the Customer or any other person will not give rise to any legal liability on the part of the Customer or any other person.
    1. Indemnities

    2. The Developer shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer and arising directly or indirectly as a result of any breach by the Developer of these Terms and Conditions (a “Developer Indemnity Event“).
    3. The Customer must:
      1. upon becoming aware of an actual or potential Developer Indemnity Event, notify the Developer;
      2. provide to the Developer all such assistance as may be reasonably requested by the Developer in relation to the Developer Indemnity Event;
      3. allow the Developer the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Developer Indemnity Event; and
      4. not admit liability to any third party in connection with the Developer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Developer Indemnity Event without the prior written consent of the Developer,
      without prejudice to the Developer’s obligations under Clause 22.1.
    4. The Customer shall indemnify and shall keep indemnified the Developer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Developer and arising directly or indirectly as a result of any breach by the Customer of these Terms and Conditions (a “Customer Indemnity Event“).
    5. The Developer must:
      1. upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer;
      2. provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer Indemnity Event;
      3. allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Customer Indemnity Event; and
      4. not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer,
      without prejudice to the Customer’s obligations under Clause 22.3.
    6. The indemnity protection set out in this Clause 22 shall be subject to the limitations and exclusions of liability set out in the Contract.
    1. Limitations and exclusions of liability

    2. Nothing in these Terms and Conditions will:
      1. limit or exclude any liability for death or personal injury resulting from negligence;
      2. limit or exclude any liability for fraud or fraudulent misrepresentation;
      3. limit any liabilities in any way that is not permitted under applicable law; or
      4. exclude any liabilities that may not be excluded under applicable law.
    3. The limitations and exclusions of liability set out in this Clause 23 and elsewhere in these Terms and Conditions:
      1. are subject to Clause 23.1; and
      2. 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.
    4. Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
    5. Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.
    6. Neither party shall be liable to the other party in respect of any loss of revenue or income.
    7. Neither party shall be liable to the other party in respect of any loss of use or production.
    8. Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.
    9. Neither party shall be liable to the other party in respect of any loss or corruption of any data or database.
    10. Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
    1. Force Majeure Event

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

    2. The Developer may terminate the Contract by giving to the Customer not less than 30 days’ written notice of termination.
    3. The Customer may terminate the Contract by giving to the Developer not less than 30 days’ written notice of termination.
    4. Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
      1. the other party commits any material breach of the Contract, and the breach is not remediable;
      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 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
      3. the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).
    5. Subject to applicable law, either party may terminate the Contract immediately by giving written notice of termination to the other party if:
      1. the other party:
        1. is dissolved;
        2. ceases to conduct all (or substantially all) of its business;
        3. is or becomes unable to pay its debts as they fall due;
        4. is or becomes insolvent or is declared insolvent; or
        5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
      2. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
      3. 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
      4. if that other party is an individual:
        1. that other party dies;
        2. as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
        3. that other party is the subject of a bankruptcy petition or order.
    6. The Developer may terminate the Contract immediately by giving written notice to the Customer if:
      1. any amount due to be paid by the Customer to the Developer under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
      2. the Developer has given to the Customer at least 30 days’ written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 25.5.
    1. Effects of termination

    2. 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, 3.7, 5.9, 9.1, 9.4, 10, 11, 15, 16.2, 16.4, 17, 18, 19, 22, 23, 26, 27, 28, 31, 32, 33, 34, 35, 36, 37, 38 and 39.
    3. Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Contract shall not affect the accrued rights of either party.
    4. Within 30 days following the termination of the Contract for any reason:
      1. the Customer must pay to the Developer any Charges in respect of Services provided to the Customer before the termination of the Contract; and
      2. the Developer must refund to the Customer any Charges paid by the Customer to the Developer in respect of Services that were to be provided to the Customer after the termination of the Contract,
      without prejudice to the parties’ other legal rights.
    1. Non-compete

    2. The Developer shall not during the Term or for a period of 6 months following the end of the Term create or develop, agree to create or develop, or otherwise become involved in the creation or development of any website or software program that the Developer knows (or should know) will (or is reasonably likely to) compete for users and/or customers with the Website.
    3. The Developer acknowledges and agrees that the Customer has a legitimate interest in restricting the Developer from using knowledge and expertise gained as a result of the Contract to assist competitors and potential competitors of the Customer and that the restrictions set out in this Clause 27 are reasonable and go no further than necessary to protect that legitimate interest.
    1. Non-solicitation of personnel

    2. The Customer must not, without the prior written consent of the Developer, either during the Term or within the period of 6 months following the end of the Term, engage, employ or solicit for engagement or employment any employee or subcontractor of the Developer who has been involved in any way in the negotiation or performance of the Contract.
    3. The Developer must not, without the prior written consent of the Customer, either during the Term or within the period of 6 months following the end of the Term, engage, employ or solicit for engagement or employment any employee or subcontractor of the Customer who has been involved in any way in the negotiation or performance of the Contract.
    1. Notices

    2. Any notice given under these Terms and Conditions must be in writing, whether or not described as “written notice” in these Terms and Conditions.
    3. Any notice given by one party to the other party under these Terms and Conditions must be:
      1. delivered personally;
      2. sent by courier;
      3. sent by recorded signed-for post;
      4. sent by email; or
      5. submitted using recipient party’s online contractual notification facility,
      using the relevant contact details set out in REFERENCE TARGET REMOVED.
    4. The addressee and contact details set out in REFERENCE TARGET REMOVED may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 29.
    5. A party receiving from the other party a notice by email must acknowledge receipt by email promptly, and in any event within 2 Business Days following receipt of the notice.
    6. A notice will be deemed to have been received at the relevant time set out below or, where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below:
      1. in the case of notices delivered personally, upon delivery;
      2. in the case of notices sent by courier, upon delivery;
      3. in the case of notices sent by post, 48 hours after posting;
      4. in the case of notices sent by fax, at the time of the transmission of the fax (providing the sending party retains written evidence of the transmission);
      5. in the case of notices sent by email, at the time of the sending of an acknowledgement of receipt by the receiving party; and
      6. in the case of notices submitted using an online contractual notification facility, upon the submission of the notice form.
    1. Subcontracting

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

    2. The Customer hereby agrees that the Developer may assign, transfer or otherwise deal with the Developer’s contractual rights and obligations under these Terms and Conditions.
    3. The Developer hereby agrees that the Customer may assign, transfer or otherwise deal with the Customer’s contractual rights and obligations under these Terms and Conditions.
    1. No waivers

    2. No breach of any provision of the Contract will be waived except with the express written consent of the party not in breach.
    3. No waiver of any breach of any provision of the Contract shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Contract.
    1. Severability

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

    2. The Contract is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.
    3. The exercise of the parties’ rights under the Contract is not subject to the consent of any third party.
    1. Variation

    2. The Contract may not be varied except by means of a written document signed by or on behalf of each party, without prejudice to the requirements of REFERENCE TARGET REMOVED.
    1. Entire agreement

    2. The main body of these Terms and Conditions and the Statement of Work shall constitute the entire agreement between the parties in relation to the subject matter of the Contract, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
    3. Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Contract.
    4. The provisions of this Clause 36 are subject to Clause 23.1.
    1. Export control

    2. The Customer acknowledges that materials and/or information supplied to the Customer under these Terms and Conditions may be subject to the Export Laws.
    3. The Customer must comply with the Export Laws insofar as they affect materials and information supplied to the Customer under these Terms and Conditions.
    4. Without prejudice to the generality of Clause 37.2, the Customer:
      1. must not import, export, supply, disclose, transfer or transmit any materials or information supplied to the Customer under these Terms and Conditions if such import, export, supply, disclosure, transfer or transmission would contravene any embargo or exclusion list applying under the Export Laws; and
      2. must, where applicable, obtain all licences and consents required under the Export Laws for any import, export, supply, disclosure, transfer or transmission by or on behalf of the Customer of materials or information supplied to the Customer under these Terms and Conditions.
    1. Law and jurisdiction

    2. These Terms and Conditions shall be governed by and construed in accordance with English law.
    3. Any disputes relating to the Contract shall be subject to the exclusive jurisdiction of the courts of England.
    1. Interpretation

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