TERMS AND CONDITIONS

1. Definitions
1.1 In these Terms and Conditions, except to the extent expressly provided otherwise:
“Acceptance Criteria” means:
(a) the Website conforming in all respects with the Website Specification; and
(b) the Website being free from Website Defects;
“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;
“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 determined and documented by the Developer acting reasonably, and communicated to the Customer in advance of the commencement of the first Acceptance Period;
“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;
“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;
“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
“Assignment Works” means those elements of the Website and the Documentation (excluding the Third Party Materials and the Customer Materials) the rights in which are to be assigned (rather than licensed) by the Developer to the Customer under Clause 9, as specified in Section 3 of the Statement of Work;
“Business Day” means any weekday other than a bank or public holiday in Scotland;
“Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
“CCN” means a change control notice issued in accordance with Clause 14;
“CCN Consideration Period” means the period of 10 Business Days following the receipt by a party of the relevant CCN from the other party;
“Change” means any change to the scope of the Services OR any change to the Contract;
“Charges” means:
(a) the amounts specified in Section 8 of the Statement of Work and elsewhere in these Terms and Conditions;
(b) such other amounts as may be agreed in writing by the parties from time to time; and
(c) amounts calculated by multiplying the standard time-based charging rates of the Developer (as notified by the Developer to the Customer before the date of the Contract) by the time spent by the personnel of the Developer performing the Services (rounded down by the Developer to the nearest hour);
“Confidential Information” means the Developer Confidential Information and the Customer Confidential Information;
“Contract” means a particular contract made under these Terms and Conditions between the Developer and the Customer;
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” should be construed accordingly);
“Customer” means the person or entity identified as such in Section 1 of the Statement of Work;
“Customer Confidential Information” means:
(a) any information disclosed by, or on behalf of, the Customer to the Developer during the Term or 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
(b) the financial terms of the Contract;
“Customer Indemnity Event” has the meaning given to it in Clause 24.3;
“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;
“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;
“Customer Representatives” means the person or persons identified as such in Section 9 of the Statement of Work, and any additional or replacement persons that may be appointed by the Customer giving to the Developer written notice of the appointment;
“Data Protection Laws” means the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data;
“Developer” means Malcolm Walker trading as Another Angle;
“Developer Confidential Information” means:
(a) any information disclosed by, or on behalf of, the Developer to the Customer during the Term OR at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the Customer (acting reasonably) to be confidential; and
(b) the financial terms of the Contract;
“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;
“Developer Indemnity Event” has the meaning given to it in Clause 24.1;
“Developer Representatives” means the person or persons identified as such in Section 9 of the Statement of Work, and any additional or replacement persons that may be appointed by the Developer giving to the Customer written notice of the appointment;
“Development Services” means the design and development of the Website by the Developer;
“Documentation” means the documentation for the Website produced by the Developer and delivered or made available by the Developer to the Customer;
“Effective Date” means the date of execution of the Contract;
“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;
“Expenses” means the travel, accommodation and subsistence expenses that are reasonably necessary for, and incurred by the Developer exclusively in connection with, the performance of the Developer’s obligations under the Contract;
“Export Laws” means all applicable laws restricting and/or regulating:
(a) the inter-jurisdictional import, export, supply, disclosure, transfer or transmission of goods, services, software, technology, technical know-how, data and/or information; and/or
(b) 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;
“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);
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Licensed Works” means the Website and the Documentation excluding the Assignment Works, the Third Party Materials and the Customer Materials;
“Personal Data” means personal data under any of the Data Protection Laws;
“Remedy Period” means a period of 10 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;
“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;
“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;
“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;
“Statement of Work” means a written statement of work agreed by or on behalf of each of the parties;
“Term” means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
“Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions, Schedule 1 (Form of CCN) and the Statement of Work, including any amendments to that documentation from time to time;
“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;
“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;
“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;
“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:
(a) any act or omission of the Customer or any person authorised by the Customer to use the Website;
(b) any use of the Website contrary to the Documentation by the Customer or any person authorised by the Customer to use the Website;
(c) a failure of the Customer to perform or observe any of its obligations in these Terms and Conditions; and/or
(d) an incompatibility between the Website and any other system, network, application, program, hardware or software not specified as compatible in the Website Specification;
(e) any conflict resulting in website failure from any third party software or plugin, whether free or paid for;
(f) any conflict that arises post completion from any update made to any software component of the website, native or third party, causing the failure of the website, and
“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.

2. Term
2.1 The Contract shall come into force upon the Effective Date.
2.2 The Contract shall continue in force until 180 days after the Effective Date, upon which the Contract shall terminate automatically, subject to termination in accordance with Clause 27 or any other provision of these Terms and Conditions.
2.3 Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.

3. Development Services
3.1 The Developer shall provide the Development Services to the Customer upon request only.
3.2 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 by means of a secure online file sharing system, on a USB memory stick or on optical disk in accordance with that timetable at the customers request
3.3 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 25.1 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.
3.4 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.
3.5 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.
3.6 The Developer shall 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.
3.7 If the Contract terminates (for whatever reason) before the delivery of the completed Website or Documentation to the Customer, the Developer may, at the customers request only, within 30 days following such termination deliver to the Customer all work in progress towards the Website and Documentation.

4. Set Up Services
4.1 The Developer shall provide the Set Up Services to the Customer where the Customer will undertake to set up the required relationships with third parties to enable the Set Up Services.  For example the Customer will may have to require, but not limited to, a Domain Name, a contract with a web host, third party plugins etc.
4.2 The Developer shall use 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.
4.3 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 25.1 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.

5. Acceptance procedure
5.1 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.
5.2 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.
5.3 The Developer shall provide to the Customer at the Customer’s 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.
5.4 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.
5.5 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.
5.6 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.
5.7 If the Customer notifies the Developer that the Website has failed the Acceptance Tests:
(a) 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
(b) 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.
5.8 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.
5.9 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 25.1 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.
5.10  After the Acceptance is complete there will be no liability on the Developer to ensure any part of the Website is maintained.  All maintenance, including updating security certificates, third party plugins, themes, host platform versions, become the sole obligation of the Customer.

6. Additional Development Services
6.1 From time to time during the Term, the parties may agree using the procedure set out in Clause 14 or otherwise in writing that the Developer shall provide to the Customer Additional Development Services.
6.2 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.

7. Customer obligations
7.1 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:
(a) co-operation, support and advice;
(b) information and documentation; and
(c) governmental, legal and regulatory licences, consents and permits,
as are reasonably necessary to enable the Developer to perform its obligations under the Contract.
7.2 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.

8. Customer Materials
8.1 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.
8.2 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.
8.3 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.

9. Intellectual Property Rights
9.1 The Developer hereby assigns to the Customer all of its Intellectual Property Rights in the Website, whether those Intellectual Property Rights exist on the Effective Date or come into existence during the Term, excluding the Intellectual Property Rights in the Customer Materials and the Third Party Materials. This assignment is for the full term of the assigned rights, including all extensions, renewals, reversions and revivals, and includes the right to bring proceedings for past infringements of the assigned rights. This assignment shall take effect in respect of a work upon the delivery of that work to the Customer.
9.2 Subject to any express written agreement between the parties, the Developer shall ensure that the Third Party Materials are:
(a) 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);
(b) licensed to the Customer on reasonable terms notified by the Developer to the Customer;
(c) sub-licensed by the Developer to the Customer on reasonable terms notified in writing by the Developer to the Customer;
9.3 To the maximum extent permitted by applicable law:
(a) 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
(b) the Developer undertakes to ensure that all individuals involved in the preparation of the Website will irrevocably and unconditionally waive all moral rights (including rights of paternity and rights of integrity) in respect of the Website to which they may at any time be entitled.
9.4 The Developer must use best endeavours to:
(a) do or procure the doing of all acts; and
(b) execute or procure the execution of all documents,
that the Customer may reasonably request from time to time in order to perfect or confirm the Customer’s ownership of the rights assigned by these Terms and Conditions.

10. Reversion of assignments and licences
10.1 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.
10.2 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.
10.3 If the customer has entered into a sharing agreement with any licence held by the Developer but utilised by the Customer, such as, but not limited to, the use of a theme, the right to use these shared assets will end if the Developer ceases operating, decides to end their licence with the supplier, or for any other valid reason, and is not obligated to intimate that to the Customer at any time.

11. Developer Credit
11.1 The Developer may include the Developer Credit on each page of the Website.
11.2 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.

12. Representatives
12.1 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:
(a) may treat all such instructions as the fully authorised instructions of the Developer; and
(b) must not comply with any other instructions in relation to that subject matter.
12.2 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:
(a) may treat all such instructions as the fully authorised instructions of the Customer; and
(b) must not comply with any other instructions in relation to that subject matter.

13. Management
13.1 The parties shall hold management meetings at each party’s offices, by telephone conference or using internet-based conferencing facilities:
(a) once per calendar month during the Term; and
(b) at the reasonable request of either party.
13.2 A party requesting a management meeting shall give to the other party at least 20 Business Days’ written notice of the meeting.
13.3 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.

14. Change control
14.1 The provisions of this Clause 14 apply to each Change requested by a party.
14.2 Either party may request a Change at any time.
14.3 A party requesting a Change shall provide to the other party a completed CCN in the form specified in Schedule 1 (Form of CCN).
14.4 A party in receipt of a CCN may:
(a) accept the CCN, in which case that party must countersign the CCN and return it to the other party before the end of the CCN Consideration Period;
(b) reject the CCN, in which case that party must inform the other party of this rejection before the end of the CCN Consideration Period; or
(c) issue an amended CCN to the other party before the end of the CCN Consideration Period, in which case this Clause 14 will reapply with respect to the amended CCN.
14.5 A proposed Change will not take effect until such time as a CCN recording the Change has been signed by or on behalf of each party.

15. Charges
15.1 The Customer shall pay the Charges to the Developer in accordance with these Terms and Conditions.
15.2 If the Charges are based in whole or part upon the time spent by the Developer performing the Services, the Developer must obtain the Customer’s written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Developer any Charges in respect of Services performed in breach of this Clause 15.2.
15.3 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Developer.
15.4 The Developer may elect to vary any element of the Charges by giving to the Customer not less than 10 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 10% over the percentage increase, since the date of the most recent variation of the relevant element of the Charges under this Clause 15.4 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.

16. Expenses
16.1 The Customer shall reimburse the Developer in respect of any Expenses, providing that the Developer must obtain the prior written authorisation of the Customer before incurring any Expenses exceeding such limitations as may be agreed in writing by the parties from time to time.
16.2 The Developer must collect and collate evidence of all Expenses, and must retain such evidence during the Term and for a period of 90 days following the end of the Term.
16.3 Within 10 Business Days following receipt of a written request from the Customer to do so, the Developer must supply to the Customer such copies of the evidence for the Expenses in the possession or control of the Developer as the Customer may specify in that written request.

17. Timesheets
17.1 The Developer must:
(a) ensure that the personnel providing Services, the Charges for which will be based in whole or part upon the time spent in the performance of those Services, complete reasonably detailed records of their time spent providing those Services; and
(b) retain such records during the Term, and for a period of at least 12 months following the end of the Term.
17.2 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 17.1 and in the Developer’s possession or control as the Customer may specify in that written request.

18. Payments
18.1 The Developer shall issue invoices for the Charges to the Customer from time to time during the Term.
18.2 The Customer must pay the Charges to the Developer within the period of 30 days following the issue of an invoice in accordance with this Clause 18.
18.3 The Customer must pay the Charges by debit card or credit card (using such payment details as are notified by the Developer to the Customer from time to time).
18.4 If the Customer does not pay any amount properly due to the Developer under these Terms and Conditions, the Developer may:
(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

19. Confidentiality obligations
19.1 The Developer must:
(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality approved in writing by the Customer;
(c) 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;
(d) act in good faith at all times in relation to the Customer Confidential Information; and
(e) not use any of the Customer Confidential Information for any purpose other than agreed with the Customer.
19.2 The Customer must:
(a) keep the Developer Confidential Information strictly confidential;
(b) not disclose the Developer Confidential Information to any person without the Developer’s prior written consent, and then only under conditions of confidentiality approved in writing by the Developer;
(c) 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;
(d) act in good faith at all times in relation to the Developer Confidential Information; and
(e) not use any of the Developer Confidential Information for any purpose other than agreed with the Developer.
19.3 Notwithstanding Clauses 19.1 and 19.2, 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.
19.4 No obligations are imposed by this Clause 19 with respect to a party’s Confidential Information if that Confidential Information:
(a) is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the other party; or
(c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.
19.5 The restrictions in this Clause 19 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.
19.6 Upon the termination of the Contract, each party must immediately cease to use the other party’s Confidential Information.
19.7 Following the date of effective termination of the Contract, and within 5 Business Days following the date of receipt of a written request from the other party, the relevant party must:
(a) 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);
(b) 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);
(c) certify in writing to the other party that it has complied with the requirements of this Clause 19.7,
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 19.7 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.
19.8 The provisions of this Clause 19 shall continue in force for a period of 6 years following the termination of the Contract, at the end of which period they will cease to have effect.

20. Publicity
20.1 Neither party may make any public disclosures relating to the Contract or the subject matter of the Contract (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, and providing that the following public disclosures may be made without consent: [permitted disclosures]].
20.2 Nothing in this Clause 20 shall be construed as limiting the obligations of the parties under Clause 19.

21. Data protection
21.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
21.2 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.
21.3 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 [specify data subject categories] of the following types: [specify types of personal data]; and the Developer shall only process the Customer Personal Data for the following purposes: [specify purposes].
21.4 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 21.
21.5 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.
21.6 The Customer hereby authorises the Developer to make the following transfers of Customer Personal Data:
(a) the Developer may transfer the Customer Personal Data internally to its own employees, offices and facilities in the United Kingdom of Great Britain and Northern Ireland, providing that such transfers must be protected by appropriate safeguards;
(b) the Developer may transfer the Customer Personal Data to its third party processors in the jurisdictions identified elsewhere in this Clause 21 and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein;
(c) 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;
(d) 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
(e) 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.
21.7 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.
21.8 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.
21.9 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.
21.10 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).
21.11 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 10 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, providing that such notice must be given within the period of 5 days following the date that the Developer informed the Customer of the intended 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 21.
21.12 The Developer is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, any third parties.
21.13 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.
21.14 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 21.14.
21.15 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 72 hours after the Developer becomes aware of the breach.
21.16 The Developer shall make available to the Customer all information necessary to demonstrate the compliance of the Developer with its obligations under this Clause 21 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 21.16, 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.
21.17 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.
21.18 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 21. 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 21.18, 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.
21.19 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.

22. Warranties
22.1 The Developer shall provide the Services with reasonable skill and care.
22.2 The Developer warrants to the Customer that:
(a) the Developer has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;
(b) 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
(c) the Developer has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
22.3 The Developer warrants to the Customer that:
(a) the Website as provided will conform in all material respects with the Website Specification;
(b) the Website will be supplied free from Website Defects at the point of publishing;
(c) the Website will be supplied free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(d) that each term here will survive until the Acceptance by the Customer has been made at which point it is the sole obligation of the Customer to maintain the Website.
22.4 The Developer warrants to the Customer that the Website, when used by the Customer in accordance with these Terms and Conditions, will not breach any laws, statutes or regulations applicable under Scottish law; providing however that the Developer shall have no liabilities under this Clause 22.4 in respect of any such breach caused by the Customer Materials or the Third Party Materials.
22.5 The Developer warrants to the Customer that the Website, 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 22.5 in respect of any such infringement caused by the Customer Materials or the Third Party Materials.
22.6 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 at its own cost and expense:
(a) 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
(b) procure for the Customer the right to use the Website in accordance with these Terms and Conditions.
22.7 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.
22.8 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.

23. Acknowledgements and warranty limitations
23.1 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.
23.2 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.
23.3 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.
23.4 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.

24. Indemnities
24.1 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”).
24.2 The Customer must:
(a) upon becoming aware of an actual or potential Developer Indemnity Event, notify the Developer;
(b) provide to the Developer all such assistance as may be reasonably requested by the Developer in relation to the Developer Indemnity Event;
(c) allow the Developer the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Developer Indemnity Event; and
(d) 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 24.1.
24.3 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”).
24.4 The Developer must:
(a) upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer;
(b) provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer Indemnity Event;
(c) allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Customer Indemnity Event; and
(d) not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer,
without prejudice to the Customer’s obligations under Clause 24.3.
24.5 The indemnity protection set out in this Clause 24 shall be subject to the limitations and exclusions of liability set out in the Contract.

25. Limitations and exclusions of liability
25.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
25.2 The limitations and exclusions of liability set out in this Clause 25 and elsewhere in these Terms and Conditions:
(a) are subject to Clause 25.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
25.3 The Developer shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.
25.4 The Developer shall not be liable to the Customer in respect of any loss of profits or anticipated savings.
25.5 The Developer shall not be liable to the Customer in respect of any loss of revenue or income.
25.6 The Developer shall not be liable to the Customer in respect of any loss of use or production.
25.7 The Developer shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.
25.8 The Developer shall not be liable to the Customer in respect of any loss or corruption of any data or database.
25.9 The Developer shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
25.10 The liability of the Developer to the Customer under the Contract in respect of any event or series of related events shall not exceed the greater of:
(a) £500; and
(b) the total amount paid and payable by the Customer to the Developer under the Contract in the 12 month period preceding the commencement of the event or events.
25.11 The aggregate liability of the Developer to the Customerunder the Contract shall not exceed the greater of:
(a) £500; and
(b) the total amount paid and payable by the Customer to the Developer under the Contract.

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

27. Termination
27.1 The Developer may terminate the Contract by giving to the Customer not less than 10 days’ written notice of termination.
27.2 The Customer may terminate the Contract by giving to the Developer not less than 30 days’ written notice of termination.
27.3 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party commits any material breach of the Contract, and the breach is not remediable;
(b) the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).
27.4 Subject to applicable law, either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract); or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
27.5 The Developer may terminate the Contract immediately by giving written notice to the Customer if:
(a) any amount due to be paid by the Customer to the 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
(b) the Developer has given to the Customer at least 10 days’ written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 27.5.

28. Effects of termination
28.1 Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.7, 5.9, 9.1, 9.4, 10, 11, 16.2, 16.3, 17, 18.2, 18.4, 19, 20, 21, 24, 25, 28, 29, 30, 33, 34, 35, 36, 37, 38, 39, 40 and 41.
28.2 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.
28.3 Within 30 days following the termination of the Contract for any reason:
(a) the Customer must pay to the Developer any Charges in respect of Services provided to the Customer before the termination of the Contract; and
(b) 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.

29. Non-compete
29.1 The Developer shall not during the Term or for a period of 3 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.
29.2 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 29 are reasonable and go no further than necessary to protect that legitimate interest.

30. Non-solicitation of personnel
30.1 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.
30.2 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.

31. Notices
31.1 Any notice given under these Terms and Conditions must be in writing, whether or not described as “written notice” in these Terms and Conditions.
31.2 Any notice given by one party to the other party under these Terms and Conditions must be:
(a) delivered personally;
(b) sent by courier;
(c) sent by recorded signed-for post;
using the relevant contact details set out in Section 10 of the Statement of Work.
31.3 The addressee and contact details set out in Section 10 of the Statement of Work may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 31.
31.4 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.
31.5 A notice will be deemed to have been received at the relevant time set out below or, where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below:
(a) in the case of notices delivered personally, upon receipted delivery;
(b) in the case of notices sent by courier, upon receipted delivery;
(c) in the case of notices sent by post, upon signed for delivery;
(d)

32. Subcontracting
32.1 The Developer must not subcontract any of its obligations under the Contract without the prior written consent of the Customer, providing that the Customer must not unreasonably withhold or delay the giving of such consent.
32.2 The Developer shall remain responsible to the Customer for the performance of any subcontracted obligations.

33. Assignment
33.1 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.
33.2 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.

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

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

36. Third party rights
36.1 The Contract is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.
36.2 The exercise of the parties’ rights under the Contract is not subject to the consent of any third party.

37. Variation
37.1 The Contract may not be varied except by means of a written document signed by or on behalf of each party[, without prejudice to the requirements of Clause 14].

38. Entire agreement
38.1 The main body of these Terms and Conditions, Schedule 1 (Form of CCN) 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.
38.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Contract.
38.3 The provisions of this Clause 38 are subject to Clause 25.1.

39. Export control
39.1 The Customer acknowledges that materials and/or information supplied to the Customer under these Terms and Conditions may be subject to the Export Laws.
39.2 The Customer must comply with the Export Laws insofar as they affect materials and information supplied to the Customer under these Terms and Conditions.
39.3 Without prejudice to the generality of Clause 39.2, the Customer:
(a) 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
(b) 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.

40. Law and jurisdiction
40.1 These Terms and Conditions shall be governed by and construed in accordance with Scottish law.
40.2 Any disputes relating to the Contract shall be subject to the exclusive jurisdiction of the courts of Scotland.

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