THE CONDITIONS
1. INTERPRETATION
Any defined terms used in this Contract shall have the meanings assigned to them in the Contract Details or as otherwise defined in this Clause 1.
1.1 Definitions:
Conditions these terms and conditions set out in clause 1 (Interpretation) to clause 10 (General) (inclusive).
Contract the contract between the us and you for the supply of the Services in accordance with the Contract Details and these Conditions.
Customer Materials all materials and data supplied by you to us.
Intellectual Property Rights patents, copyright, trade marks, rights in designs, database rights and all other intellectual property rights.
Supplier IPRs all Intellectual Property Rights subsisting in relation to the provision of the Services excluding those in any Customer Materials.
2. COMMENCEMENT AND TERM
2.1 The Contract shall commence on the date it is signed by both parties as stated on the Contract Details and shall continue until termination or expiry in accordance with terms of the Contract.
3. SUPPLY OF SERVICES
3.1 We shall supply the Services to you from the Services Start Date in accordance with the Contract and shall:
3.1.1 perform the Services with reasonable care and skill; and
3.1.2 comply with all applicable laws, statutes, regulations and codes from time to time in force provided that we shall not be liable under the Contract if, as a result of such compliance, we are in breach of any of our obligations under the Contract.
3.2 Any timeframes agreed between us and you for the performance or completion of the Services are estimates only and are not guaranteed and we shall not be liable for any delays in meeting such timeframes, including those caused by factors outside our reasonable control.
4. CUSTOMER'S OBLIGATIONS
4.1 You shall co-operate with us in all matters in relation to the Services and provide promptly such information as we require and ensure that it is accurate and complete in all material respects.
4.2 If our performance of our obligations under the Contract is prevented or delayed by you, we shall:
4.2.1 not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay; and
4.2.2 be entitled to payment of the Charges despite any such prevention or delay.
5. DATA PROTECTION
5.1 Both parties will comply with all applicable requirements of any relevant UK data protection legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under such data protection legislation.
5.2 Information about our data protection practices, including, how personal data is processed, and data subjects’ rights, is detailed in our Privacy Notice as updated from time to time available at Website Privacy, Cookie & Data Protection Policy | UMi.
6. INTELLECTUAL PROPERTY
6.1 We and our licensors shall retain ownership of all Supplier IPRs. You and your licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.
6.2 You grant us a fully paid-up, worldwide, non-exclusive, royalty-free, licence to use the Customer Materials for the purpose of providing the Services.
7. CHARGES AND PAYMENT
7.1 In consideration for the provision of the Services, you shall pay us the Charges in accordance with the Contract Details and this clause 7.
7.2 All amounts payable by you exclude amounts in respect of value added tax (VAT), which you shall additionally be liable to pay (if applicable), subject to receipt of a valid VAT invoice.
7.3 If you fail to make any payment due to us by the due date for payment, then, without limiting our remedies under clause 9 (Termination), we may suspend all Services until payment has been made in full.
7.4 All amounts due under the Contract from you to us shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction required by law).
8. LIMITATION OF LIABILITY
8.1 The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
8.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.3 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
8.3.1 death or personal injury caused by negligence;
8.3.2 fraud or fraudulent misrepresentation; and
8.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.4 Our total liability to you shall not exceed an amount equal to the total Charges paid by you to us under this Contract in the 12-month period immediately preceding the date on which the claim was notified to us in writing.
8.5 This clause 8.5 sets out the types of loss that are wholly excluded:
8.5.1 loss of profits;
8.5.2 loss of sales or business;
8.5.3 loss of agreements or contracts;
8.5.4 loss of anticipated savings;
8.5.5 loss of use or corruption of software, data or information;
8.5.6 loss of or damage to goodwill; and
8.5.7 indirect or consequential loss.
8.6 We have given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
9. TERMINATION
9.1 The Contract shall automatically terminate when we have completed the provision of the Services to you.
9.2 Subject to clause 9.5 and clause 9.7.1 you may terminate the Contract with immediate effect by giving written notice to us.
9.3 Without affecting any other right or remedy available, either of us may terminate the Contract with immediate effect by giving written notice to the other if:
9.3.1 the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
9.3.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
9.3.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
9.4 Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving written notice to you if:
9.4.1 you engage in conduct that could reasonably be considered unlawful, unethical, or in violation of applicable laws, including but not limited to acts of sexual harassment, victimisation, discrimination, bribery or any other behaviour that may negatively impact our reputation or interests. Any instance of sexual harassment or victimisation of our staff, whether by you or your officers, employees, or representatives, will be deemed grounds for immediate termination of the Contract in accordance with this clause 9.4.1; or
9.4.2 if you fail to pay any amount due under the Contract on the due date for payment.
9.5 In respect Services that constitute Grant Advisory Services you may not terminate the provision of such Services once a grant application has been submitted.
9.6 Without affecting any other right or remedy available to us we may terminate the Contract for convenience by giving you 14 days’ written notice.
9.7 On termination of the Contract for whatever reason:
9.7.1 you must immediately pay any outstanding invoices, and we may issue an invoice for any Services provided but not yet billed, which must be paid on receipt;
9.7.2 any terms of the Contract intended to come into or continue in force after termination or expiry of the Contract shall remain in effect; and
9.7.3 termination or expiry does not affect either of the parties’ rights, remedies, obligations or liabilities accrued before the date of termination or expiry, including the right to claim damages for any earlier breaches of the Contract.
10. GENERAL
10.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
10.2 Assignment and other dealings. You shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without our prior written consent.
10.3 Confidentiality.
10.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 10.3.
10.3.2 Each party may disclose the other party's confidential information:
10.3.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10.3; and
10.3.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3.3 Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.
10.4 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
10.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.6 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
10.7 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
10.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.