1.2 A reference to a statute or statutory provision is a reference to it as it is in force at the date of the Contract.  A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Contract under that statute or statutory provision.

2. PROFESSIONAL SERVICES

2.1 We shall provide the Professional Services to You subject to the terms of this Agreement including any Change.

2.2 Where applicable, the Professional Services shall be supplied in accordance with the Statement of Work.

2.3 We will endeavour to meet any timings specified in the attached Contract Details or Statement of Work for delivery of the Professional Services, but We do not guarantee any timings for delivery of the Professional Services.

2.4 Before We provide any Deliverables to You, We will carry out tests on the Deliverables to ensure the Deliverables are in operable condition and meet the requirements of the Statement of Work (where applicable).

2.5 If You wish to cancel or postpone delivery of the Professional Services, You need to tell Us at least 10 Working Days’ notice before the date We begin providing the relevant Professional Services.  If You don’t give Us the required notice, We reserve the right to charge You for any resources allocated to You.

3. ACCEPTANCE

3.1 Where applicable, promptly after the Deliverables have been provided to You, You shall carry out such acceptance tests as You consider appropriate to verify that the Deliverables meet Your requirements as set out in the attached Contract Details, Statement of Work and/or a Change.

3.2 You will confirm to Us in writing once the Deliverables have passed the acceptance tests, at which point You shall be deemed to have accepted the Deliverables.  Notwithstanding this, You will be deemed to have accepted the Deliverables if:

3.2.1 You use the applicable Deliverable in Your live operational environment; 

3.2.2 The Deliverables meet the acceptance criteria set out in the Contract Details, the Statement of Work and/or any Change; or

3.2.3 You fail to carry out the acceptance tests promptly (being within 10 Working Days of Us making the Deliverables available to You).

3.3 If any part of the Deliverables fails to meet the acceptance criteria You shall notify Us in writing.  We shall promptly endeavour to remedy the failure and resubmit the Deliverables to You for acceptance testing.

3.4 If the Deliverables again fail to meet the acceptance criteria again, You may:

3.4.1 Require Us to correct the Deliverables again and resubmit the Deliverables for acceptance testing again;

3.4.2 Accept the Deliverables subject to an adjustment in the Professional Fees as is appropriate given the nature of the failure;

3.4.3 Reject the Deliverables and terminate this Agreement.

4. WARRANTIES

4.1 We warrant that for three (3) months after acceptance the Deliverables will continue to function as they did on the Acceptance Date.

4.2 Where You have purchased Third Party Software, such Third Party Software will be warranted in accordance with the relevant Vendor Terms.

4.3 The warranties above shall not apply where Our Deliverables and/or the Software do not operate as they did on the Acceptance Date due to:

4.3.1 You not using the Deliverables and/or Software properly;

4.3.2 External causes outside of Our control, including modifications or changes not performed by Us or approved by Us;

4.3.3 Use of the Deliverables and/or the Software in an operating environment which has not been designated by Us for it; or

4.3.4 You using the Deliverables and/or Software in a manner which is not permitted in the Contract.

4.4 We do not warrant that the operation of the Deliverables and/or Software will be uninterrupted or error free.

5. DELIVERABLES 

5.1 In consideration of You paying the Professional Fees, We shall grant to You a non-exclusive, non-transferable licence to use the Deliverables for Your own business purposes for the term of the Subscription.  For the avoidance of doubt, no Intellectual Property Rights in the Deliverables are transferred to You.

5.2 You agree that You:

5.2.1 Will not sell, assign, lease, rent, loan, transmit, network or otherwise distribute or make available the Deliverables in any manner to third parties without Our prior written consent;

5.2.2 Will use the Deliverables for Your own business purposes only;

5.2.3 Will take steps to keep the Deliverables secure and safeguard it from theft or from access by unauthorised persons;

5.2.4 Shall not (and shall not permit any third party to) reverse, engineer, decompile or disassemble the Deliverables for commercial gain.  Subject to the foregoing, You may (and may permit any third party to) maintain, update and use the Deliverables, for Your own business purposes and for the purpose of integrating the operation of the Deliverables with other software or systems used by You; and

5.2.5 Shall indemnify Us against any loss or damage We may suffer as a result of Your breach of this clause 5.2.

6. SUBSCRIPTION

6.1 In consideration of You paying the Subscription Fees, We shall grant to You, a non-exclusive, non-transferable licence to use the Software for Your own business purposes for the term of the Subscription.  For the avoidance of doubt, nothing in this clause shall operate to transfer any Intellectual Property Rights in the Software, including any Third Party Software. 

6.2 You agree that You:

6.2.1 will not assign, lease, rent, loan, transmit, network or otherwise distribute or make available the Software comprised in the Subscription in any manner to third parties without Our prior written consent;

6.2.2 will use the Software comprised in the Subscription for Your own business purposes only;

6.2.3 will take steps to keep the Software comprised in the Subscription secure and safeguard it from theft or from access by unauthorised persons;

6.2.4 shall not (and shall not permit any third party to) reverse, engineer, decompile or disassemble, the Software comprised in the Subscription in order to compete with Us or in order to re-sell or offer the Software for commercial gain; and

6.2.5 shall indemnify Us against any loss or damage We may suffer as a result of your breach of this clause 6.2.

6.3 Where Your Subscription includes a right to use Third Party Software on Your behalf, Your right to use such Third Party Software is conditional upon You complying with any Vendor Terms relevant to such Third Party Software, which shall be made available to You on request.  You shall be permitted to use the Third Party Software for as long as Your Subscription remains in place.

6.4 You will permit Us to have access to those records and computer systems so We can audit Your use of the Software to check that You are complying with this Contract and any Vendor Terms.  Such access shall be subject to any conditions or restrictions which You may reasonably place on Us and shall occur during hours in which the relevant premises are normally available for such access.

7. OUR OBLIGATIONS

7.1 We will provide the Software and/or Services to You subject to this Contract.

7.2 The Services shall be supplied in a professional and diligent manner, using all reasonable skill and care, in accordance with good industry practice.

7.3 We shall use reasonable endeavours to make the Software available for 24 hours a day, 7 days per week excluding planned maintenance periods, which we will notify you in advance of, and unplanned / emergency maintenance which We shall endeavour to undertake outside of normal business hours. We shall endeavour to provide notice of planned, unplanned and emergency maintenance in advance where this is possible, and this notification may either be by email to You, a notice on Our website, or such other form of notification as We deem is appropriate.

7.4 We cannot be held responsible for any issues relating to internet connectivity and network connectivity, unless We have expressly agreed that We are responsible for such matters in writing.  It is Your responsibility to ensure You have secure, operational and robust internet and network connectivity. 

7.5 We reserve the right to alter the scope of the Software and/or Services to be supplied if this is necessary to comply with any applicable law or regulatory requirement.  However, if such alteration constitutes a material change to the scope of the Software and/or Services We shall notify You of such alteration in advance.

8. YOUR OBLIGATIONS

8.1 You will:

8.1.1 co-operate with Us and provide Us with the information We reasonably require in order to provide the Software and/or Services to You; 

8.1.2 ensure You have the requisite number of Subscriptions in place for the Users, and not allow more Users to access and use the Software than You have Subscriptions in place;

8.1.3 not allow log in information to be shared between Users unless such log in information has been formally reassigned to another User with Our consent;

8.1.4 ensure Users keep their password and log in information safe and secure and not share it with any other person or entity;

8.1.5 not allow the Software and/or the Services to be used for any unlawful, violent, obscene, or violent means, or to discriminate, harass or abuse someone;

8.1.6 not allow the Software and/or Services to be used to transmit any computer viruses; 

8.1.7 take sensible steps and precautions to avoid unauthorised access to the Software and/or the Services; and 

8.1.8 if required, provide Us and our employees, agents, consultants and subcontractors, with access to Your premises and facilities as are reasonably required by Us to provide the Software and/or Services, subject to us complying with any health, safety and security policies and procedures which You notify to us in advance.

8.2 If We cannot perform any of Our contractual obligations because You have not performed one or more of Your contractual obligations (Your Default):

8.2.1 Without limiting or affecting any other right or remedy available to Us, We may suspend supply of the Software and/or Services until You remedy Your Default;

8.2.2 We will not be liable for any costs or losses You experience due to Us suspending supply of the Software and/or Services; and

8.2.3 You will reimburse Us on written demand for any costs or losses We experience due to Your Default.

9. SUPPORT SERVICES AND UPDATES

9.1 We shall respond to requests for Support Services in accordance with the Our SLA.

9.2 We shall provide the Support Services during Working Hours in accordance with Our SLA.  We may agree to provide the Support Services outside of these times subject to Our prior written agreement.  The terms of any such additional support shall be detailed in the attached Contract Details and such additional support may be subject to further Fees.

9.3 We shall not provide Support Services:

9.3.1 for any software other than the Software comprised in the Subscription unless We have expressly agreed in writing to provide Support Services for such programs or software;

9.3.2 in respect of any Error which would be rectified by You taking an upgrade or Updates of the Software (as applicable);

9.3.3 unauthorised use of the Software;

9.3.4 faults or capacity issues which are due to the equipment on which the Software operates; and/or

9.3.5 use of the Software with an operating system which is not recommended by Us.

9.4 If an Error is excluded from the Support Services (as detailed above) We shall notify You as soon as We become aware of this.  We may agree to provide Support Services for such Error, but You acknowledge that this may be subject to an additional charge, which We shall agree with You in advance.

9.5 We shall endeavour to provide Support Services remotely.  If an Error requires an on-site visit, or if You would like Us to attend Your site in order to resolve an Error, this may be subject to an additional charge.  We shall discuss this with You and agree any such charge with You before any on-site visit takes place.

9.6 Where an Error relates to Software which has been supplied by a vendor of Third Party Software (“Vendor”) and We are unable to resolve the Error, We shall liaise with the Vendor to obtain a fix or workaround for the Error and implement such fix or workaround in the Software.   You accept that where Support Services involve the input of a Vendor, the response times may be longer than those in Our SLA, and We cannot be liable for delays involving a Vendor or any issues in the fixes or workarounds supplied by a Vendor.

9.7 You shall maintain and secure Your network connection and telecommunications links to enable the Support Services to be supplied on a remote basis. 

9.8 As part of the Services We shall provide and implement for You, Updates to the Software as and when these are released.  To avoid any doubt, unless We have expressly agreed otherwise in writing, this does not include upgrading the Software to a new version of such Software, but if You require assistance to implement an upgrade please notify Us and We will deal with this as part of the Change process.  

10. CHANGES

10.1 If You require a Change to the Software and/or Services, or You wish to purchase additional Subscriptions, You need to notify Us of Your requirements in writing.  We will consider your request and tell you in writing if We can make such Change, including details of how the Change may impact the Fees, the timescales for delivery and any other relevant information.

10.2 You shall promptly consider Our response and tell Us in writing within 15 Working Days if You are happy to proceed with the Change based on the details We have provided to You. If You decide to proceed, We shall implement the Change on Your behalf.  

11. CHARGES AND PAYMENT

11.1 We shall invoice the Fees in advance at the frequency specified in the Order Form or as otherwise agreed in writing with You. 

11.2 The Professional Services shall be calculated on a time and materials basis based on our standard daily rates in force from time to time,  or a fixed fee basis, as set out in the Order Form or as otherwise agreed in writing.

11.3 The Subscription Fees shall remain fixed for any Initial Term, except for any part of the Subscription Fees which relates directly to Third Party Software.  Where a Third Party Software supplier notifies Us of an increase in the licence costs attributable to such Third Party Software We reserve the right to pass any such increase on to You, subject to Us always giving You thirty (30) days’ notice of such increase.  Subject to the foregoing, after the Initial Term we may increase the Subscription Fees no more than once in any twelve (12) month period.  Any such increases shall be limited to the cumulative percentage increase in the Consumer Prices Index since the date of the last increase.  We shall give You thirty (30) days’ notice of any such increases.  The increase in the Fees shall take effect on the next date of renewal.

11.4 Our invoices are due for payment within thirty (30) days of the date of invoice.  If You dispute Our invoice, You must tell Us as soon as possible, and in any event, before the invoice is due for payment.

11.5 Value added tax shall be added to Our invoices where applicable.

11.6 If Our invoices are not paid on the due date, unless You have told Us that you dispute the invoice (as set out above) then We may either:

11.6.1 suspend supply of the Software and/or Services by giving You ten (10) Working Days’ notice in writing, until payment of all outstanding invoices has been made; and/or 

11.6.2 treat such non-payment as a material breach and terminate the Contract.

11.7 If payment of any undisputed invoice is overdue, We may, at Our discretion, charge You interest on such overdue sum under the Late Payment of Commercial Debts (Interest) Act 1998 from the due date of payment until the date of actual payment.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 You acknowledge and agree that We and/or Our licensors own all Intellectual Property Rights in the Software (including any Third Party Software) and the Deliverables supplied to You.

12.2 We shall reimburse You for any direct liabilities, costs, expenses, damages and losses You incur if a third party makes a claim that Your use of the Software (excluding the Third Party Software) and/or any Deliverables infringes that third party’s Intellectual Property Rights.  If any third party makes such a claim (Claim), You must do the following in order to rely on this clause:

12.2.1 as soon as reasonably practicable, give Us written notice of the Claim, specifying the nature of the Claim in reasonable detail;

12.2.2 not admit any liability, or make any agreement or compromise in relation to the Claim without Our prior written consent (such consent not to be unreasonably withheld or delayed);

12.2.3 give Us and Our professional advisers access at reasonable times (on reasonable prior notice) to Your premises and Your officers, directors, employees, agents, representatives or advisers, and to any relevant documents and records within Your power or control, so as to enable Us and Our professional advisers to examine them and to take copies (at Our expense) for the purpose of assessing the Claim; and

12.2.4 take such action as We may reasonably request to avoid, dispute, compromise or defend the Claim.

12.3 Nothing in this clause alters Your general obligation under the law to mitigate any loss You may suffer or incur in connection with a Claim.

12.4 You agree that if You make any suggestions or feedback in respect of the Software which We believe will be beneficial to and/or improve the operation of the Software, We may incorporate such suggestion and/or feedback into the Software and You grant us a perpetual licence to use such suggestion or feedback in the Software.  You confirm that You shall claim no rights over or claim any compensation in respect of Our use of the suggestion/feedback.  

13. DATA PROTECTION

13.1 You shall own all rights, title and interest in and to all of the Customer Data and will be responsible for ensuring it is accurate, correct, reliable and that legally You are able to supply it to Us, so We can provide the Services.

13.2 Both of us will comply with Data Protection Legislation.

13.3 Both of us confirm that:

13.3.1 If We process any personal data on Your behalf when carrying out Our obligations under the Contract, You are the controller and We are the processor of that personal data for the purposes of the Data Protection Legislation.  

13.3.2 The Annex below sets out the scope, nature and purpose of processing by Us, the duration of the processing and the types of personal data and categories of data subject.  

13.3.3 Provided We comply with clause 13.5.2, personal data may be transferred or stored outside the European Economic Area (EEA) or the country where You are located in order to provide the Software and/or Services under the Contract.

13.4 You will ensure that You have all necessary appropriate consents and notices in place for the lawful transfer of personal data to Us for the duration and purposes of the Contract.

13.5 When processing Your personal data We shall:

13.5.1 process that personal data in line with Your written instructions unless the laws of any member of the European Union and/or UK Law require Us to process such personal data (Applicable Laws), in which case We shall tell You before such processing unless those Applicable Laws prohibit Us from doing so;

13.5.2 not transfer any personal data outside of the EEA and the United Kingdom unless the following conditions are fulfilled:

(a) We have provided appropriate safeguards in relation to the transfer;

(b) the data subject has enforceable rights and effective legal remedies;

(c) We comply with Our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(d) We comply with Your reasonable advance instructions when processing Your personal data;

13.5.3 assist You, at Your cost, in responding to any request from a data subject to enable You to comply with your Data Protection Legislation obligations with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

13.5.4 promptly notify You if We become aware of a personal data breach affecting Your personal data;

13.5.5 at Your written request, and on termination of the Contract, delete or return Your personal data unless required by Applicable Law to store the personal data; and

13.5.6 keep records and information to show Our compliance with this clause and promptly tell You if, in Our opinion, Your instructions infringe Data Protection Legislation.

13.6 Both of us will have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of it, or damage to, personal data which are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage, having regard to the state of technological development and the cost of implementing any such measures.

13.7 You consent to Us appointing third-party processors of personal data under the Contract.  A list of such third party processors is available on request.  We have entered or (as the case may be) will enter a written contract with such third party processors incorporating terms which are substantially similar to those set out in this clause.  We remain liable for all acts or omissions of any third-party processor appointed by Us pursuant to this clause.

14. CONFIDENTIALITY

14.1 Each party may be given access to Confidential Information by the other party to perform its obligations under the Contract.  A party’s Confidential Information shall not be deemed to include information that:

14.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

14.1.2 was in the other party’s lawful possession before the disclosure;

14.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

14.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.

14.2 Subject to clauses 14.3 and 14.4, each party shall for the duration of the Contract and for five (5) years thereafter, hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Contract.

14.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of this Contract.  Where applicable, so We can provide certain Services to You which involve Third Party Software We may need to share Your information and contact details with the Vendor(s) of third party software.  You hereby authorise such information sharing to the extent this is required.

14.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other party in relation to the content of such disclosure

14.5 We acknowledge that the Customer Data is Your Confidential Information.

14.6 We may publicise Our involvement with You with Your prior written consent.

15. LIMITATION OF LIABILITY

15.1 Except as expressly and specifically provided in the Contract all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted  by applicable law, excluded from the Contract.

15.2 Nothing in the Contract excludes liability of either of us:

15.2.1 for death or personal injury caused by the other party’s negligence;

15.2.2 for fraud or fraudulent misrepresentation.

15.3 Subject to clause 15.1 and 15.2:

15.3.1 Neither of us shall be liable to the other, for any special, indirect or consequential losses suffered or incurred by the other due to a breach of the Contract, which shall include (without limit) loss of profits, loss of business, damage to goodwill or loss or corruption of data; and

15.3.2 Except for Your responsibility to pay undisputed Fees due to Us, each party’s total aggregate liability to the other for any claims arising in connection with the Contract shall be limited to the Fees paid by You during the 12 months immediately preceding the date on which the claim arose except in relation to any claims arising under clauses 12.2 and/or 13 in which case each party’s total aggregate liability shall be limited to £1,000,000 (one million pounds).

16. TERM, CANCELLATION AND TERMINATION

16.1 The Contract shall start on the date it is signed or the Start Date, whichever is earlier. Your Subscription shall continue for the Initial Term.  Thereafter Your Subscription shall renew automatically for periods of twelve (12) months (each a Renewal Term).  If you wish to end Your Subscription, You can do so by giving Us ninety (90) days’ notice in writing.  However, if You cancel Your Subscription by giving Us notice in writing under this clause, then You shall be required to pay the Fees for the remainder of any Initial Term or Renewal Term (as applicable).

16.2 We may terminate Your Subscription by giving you sixty (90) days’ notice in writing, but such notice may not take effect until the expiry of the Initial Term or Renewal Term, as applicable.]

16.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

16.3.1 the other party commits a material (serious) breach of any term of the Contract and, if that breach can be resolved, fails to rectify the breach within fourteen (14) days of being notified in writing to do so;

16.3.2 the other party or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; the other party enters in to any arrangement with its creditors; a resolution is passed in connection with the winding up of the other party other than for the sole purpose of a scheme for a solvent amalgamation or reconstruction; an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given; a person or entity becomes entitled to appoint an administrative receiver; or an entity becomes entitled to appoint or appoints a receiver over the assets of the other party; a creditor of the other party attaches or takes possession of the other party’s assets;

16.3.3 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent to any of the events mentioned in clause 16.3.2; or

16.3.4 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

16.4 On termination of the Contract for any reason:

16.4.1 We shall cease providing the Services to You and invoice You for all Fees due and/or incurred up to the termination date;

16.4.2 Your rights to use the Software shall end and unless a Vendor(s) notifies Us in writing that they have arranged, directly or indirectly, for You to continue accessing their Third Party Software; and

16.4.3 We shall destroy the Customer Data in Our possession; and

16.4.4 any rights, remedies, obligations or liabilities that have arisen before the termination date shall continue to have effect and not be impacted by termination. 

17. MATTERS BEYOND A PARTY’S CONTROL

If a matter arises which is outside the control of a party (such as a flood, fire, explosion etc) that party will not be liable to the other if, as a result of the matter it cannot meet its obligations under the Contract.  In such circumstances the party affected will tell the other what has happened, how long it is expected to last and what steps it is taking to resolve the problem.

18. TRANSFER OF THE CONTRACT

Option A: Neither party can transfer its rights under this Contract to another organisation, without the prior consent of the other party (in writing) to do and consent will not be unreasonably withheld or delayed.  OR

Option B: A party can transfer its rights under this Contract to another organisation, provided it has notified the other (in writing).  If the other party objects to the transfer it must respond to the party within one week of receiving the notice.  OR

Option C: We may transfer Our rights under this Contract to another organisation by giving notice to You.  You may not transfer Your rights under this Contract to another organisation without Our consent (in writing) but We will not unreasonably withhold or delay Our consent.

19. ANTI-BRIBERY AND MODERN SLAVERY

Both of us shall:

19.1 comply with all applicable laws and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and Modern Slavery Act 2015 (Relevant Requirements);

19.2 have and shall maintain in place throughout the term of the Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010 and the Modern Slavery Act 2015, to ensure compliance with the Relevant Requirements.

20. GENERAL

20.1 Each clause within this Contract operates separately.  If any court or relevant authority decides that a clause is unlawful, the remaining clauses will remain in full force and effect.

20.2 Waiver.  If a party does not insist immediately that the other performs an action it is required to perform under this Contract, or if a party delays in taking steps against the other where there has been a breach of this Contract, such inaction will not mean that the party who has broken the Contract can continue breaking the Contract in the future, and it will not prevent that party taking steps against the other at a later date.  For example, if a party fails to make a payment under the Contract, and is not chased by the other to make that payment, the other can still require that the missed payment is made at a later date.

20.3 Rights of third parties.  Unless the Contract specifically states otherwise, any person or company which is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 (as may be amended in the future) to enforce any clause in the Contract.

20.4 Entire Agreement.  The Contract and any other document referred to in it, form the entire agreement between the parties in relation to its subject matter.  The Contract replaces any earlier agreement, representation or discussion between the parties.  A party is not liable to the other for any representation or statement unless it is contained in this Contract.  

20.5 Survival.  If a clause is meant to continue to have effect after the Contract has ended, such clause will continue to apply when the Contract ends.

20.6 Changes.  No changes or amendments to the Contract will be permitted, unless both parties agree to such change in writing.

20.7 Mediation.  If a dispute arises in relation to this Contract, the parties will try to resolve it by discussion, negotiation and mediation before bringing a claim.

20.8 No Partnership or Agency.  Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other.

21. NOTICES

All notices made pursuant to the Contract must be made in writing (which shall include a notice given by email to a valid email address).  Any written notice shall be sent postage prepaid by registered or recorded mail or reputable courier service, addressed to the other party’s address stated above (as amended by written notice from time to time) and shall be marked for the attention of “The Directors”.  Unless otherwise provided in the Contract, all notices shall be deemed as given two Working Days after the date the notice has been sent, provided proof of sending can be supplied. 

22. GOVERNING LAW AND JURISDICTION

Any dispute or claim arising out of or in connection with this Contract (including non-contractual disputes or claims) shall be governed by the laws of England and Wales and be subject to the exclusive jurisdiction of the courts in England and Wales.

Data Protection Annex – Processing, Personal Data and Data Subjects

1. Processing by Us

The subject matter and duration of the processing of the personal data are set out in the Contract and include the provision of Software and/or Services as required by You.  The processing shall continue for the duration of this Contract.  The nature of the processing will involve the storage of personal data, the processing of personal data in order to provide the Services and the ability to view personal data when remote access is granted for the purpose of providing the Services.

2. Types of Personal Data

1. This will be personal data held in Your systems which We are required to support, which may include:
2. Customer Information (Name, Address, phone number(s), email(s))
3. Vendor Information (Name, Address, phone number(s), email(s))
4. Prospect Information (Name, Address, phone number(s), email(s))
5. Employee Information (Name, Address, phone number(s), email(s))

3. Categories of Data Subject

1. Customer
2. Vendor
3. Prospect
4. Employee
5. Schedule 1 –SLA

1. Accessing the Support Services

1. You may contact the support help desk as follows:
2. E-Mail: support@tietek.ai
3. Portal: https://www.tietek.ai/support
4. On contacting the support help desk, You will be requested to provide the following:

● Name and Email Address

● Company Name

● Full Description of Error

Our help desk adviser will establish the priority classification of each support request in consultation with you.

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