1. SCOPE OF ENGAGEMENT
1.1. Flexibility in Service Provision:
The Service Provider retains the right to modify its approach, methodologies, and the composition of its service team as needed to deliver the Services effectively, provided that such modifications do not materially diminish the quality or scope of the Services provided.
1.2. Compliance and Standards:
The Service Provider agrees to perform the Services in accordance with the highest industry standards and in compliance with all applicable laws, regulations, and professional guidelines. The Service Provider shall ensure that its personnel are adequately trained and possess the necessary qualifications to perform the Services.
1.3. Amendments to scope:
The scope of the Services may be amended, expanded, or reduced by mutual agreement of the Parties in writing. Any changes to the scope of Services, including any adjustments to fees or timelines resulting from such changes, shall be documented in a separate written agreement signed by both Parties.
1.4. Priority Consideration for Additional Services:
In recognition of Service Provider’s expertise and the value of continuity in service provision, the Customer agrees to give the Service Provider priority consideration for any additional services that may be required beyond the scope of this Agreement. The Service Provider shall have the first right of refusal to provide such additional services under terms to be mutually agreed upon.
1.5. All Service Charges quoted to the Customer are exclusive of VAT, which shall be payable by the Customer at the prevailing rate as per UK legislation. The Customer is responsible for any other taxes, levies, or duties imposed by taxing authorities, and the Customer shall indemnify the Service Provider against any such tax liability. The Service Provider shall provide the Customer with an invoice that complies with the requirements of the UK VAT Act 1994, including but not limited to, displaying the Service Provider’s VAT registration number and the amount of VAT charged.
2. CUSTOMER’S OBLIGATIONS
2.1. The Customer shall provide the Service Provider with timely access to all necessary information, facilities, and personnel required to deliver the Services outlined in this Agreement. This includes, but is not limited to, providing access to Customer’s premises, computer systems, and relevant data as deemed necessary by the Service Provider for the provision of services. All access shall be granted in accordance with the Customer’s security policies and applicable laws.
2.2. The Customer agrees to provide timely responses to any requests for decisions, approvals, or consents from the Service Provider to avoid delays in the execution of the Services. The Customer acknowledges that any delays in such responses may impact on the delivery schedule and overall project timelines.
2.3. The Customer shall comply with all applicable laws, regulations, and codes of practice in its use of the Services provided by the Service Provider. This includes, but is not limited to, data protection laws, intellectual property laws, and employment laws.
2.4. The Customer is responsible for the timely payment of all Service Charges and applicable VAT. Failure to comply with payment terms may result in suspension of Services and accrual of late payment interest as specified.
2.5. The Customer agrees to cooperate fully with the Service Provider and provide any assistance as reasonably required to enable the efficient provision of the Services. This includes facilitating meetings, discussions, and access to third-Party contractors if necessary.
2.6. The Customer shall promptly notify the Service Provider of any issues, concerns, or dissatisfaction with the Services being provided. The Customer shall provide Service Provider with a reasonable opportunity to rectify any such issues in accordance with the terms of this Agreement.
2.7. While the Service Provider will take reasonable measures to ensure the integrity and security of the Customer’s data during the provision of Services, the Customer is responsible for maintaining appropriate data backups and implementing comprehensive data security measures to protect against data loss or breaches.
2.8. The Customer shall use the Services provided by the Service Provider in a manner that is consistent with the terms of this Agreement and shall not use the Services for any unlawful purpose or in a way that could damage the reputation or operation of the Service Provider.
3. SERVICE PROVIDER’S OBLIGATIONS
3.1. The Service Provider shall perform the Services with a level of care, skill, and diligence in accordance with best practice in the Service Provider’s industry, profession, or trade. The Services will be performed by appropriately qualified and trained personnel who will adhere to professional standards and comply with all applicable laws and regulations. The Service Provider shall conduct its operations and provide the Services in compliance with all applicable laws, regulations, and codes of practice, including but not limited to data protection laws, health and safety laws, and employment laws.
3.2. The Service Provider agrees to provide the Services according to the timelines and milestones set forth in the Agreement or as otherwise mutually agreed upon in writing. The Service Provider will promptly inform the Customer of any potential delays or issues that may impact the delivery schedule and work collaboratively with the Customer to mitigate any such delays.
3.3. Upon receiving notice from the Customer of any issues, deficiencies, or dissatisfaction with the Services, the Service Provider shall investigate the matter and endeavor to resolve it to the Customer’s reasonable satisfaction within a mutually agreed timeframe.
3.4. The Service Provider commits to continuous improvement of the Services, incorporating feedback from the Customer, staying abreast of technological advancements, and making recommendations for service enhancements when deemed beneficial to the Customer.
4. INSURANCE
4.1. The Service Provider agrees to maintain professional indemnity insurance and public liability insurance at levels consistent with industry standards and applicable legal requirements. The specific amounts and coverage details shall be determined at the Service Provider’s discretion, taking into account the nature and scope of the Services provided under this Agreement. Upon the Customer’s request, the Service Provider shall provide evidence of such insurance coverage.
4.2. The Customer acknowledges that it is responsible for maintaining its own insurance coverage sufficient to protect its business and assets. This includes, but is not limited to, comprehensive general liability insurance and cyber liability insurance, as appropriate for the Customer’s specific risks and liabilities associated with the use of the Services provided by the Service Provider.
4.3. Both Parties agree to waive any rights of subrogation against each other for any claims covered by insurance in connection with the Services rendered under this Agreement, to the extent allowed by their respective insurance policies.
4.4. Notwithstanding any provision to the contrary within this Agreement, in no event shall the Service Provider be required to obtain insurance coverage in excess of what the Service Provider, in its sole discretion, determines to be commercially reasonable or to provide insurance coverage for risks that are deemed uninsurable or for which insurance is not available at commercially reasonable rates.
5. INDEMNITY
5.1. The Service Provider agrees to indemnify, defend, and hold harmless the Customer from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to the Service Provider’s breach of this Agreement, violation of law, or negligence.
5.2. The Customer agrees to indemnify, defend, and hold harmless the Service Provider from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to the Customer’s breach of this Agreement, violation of law, or negligence.
5.3. Upon receipt of a claim subject to indemnification hereunder, the indemnified Party shall provide the indemnifying Party with prompt written notice of such claim. The indemnifying Party shall have the right to assume the defense of any such claim with counsel of its choice. The indemnified Party shall cooperate as fully as reasonably required in the defense of any claim. The indemnifying Party shall not enter into any settlement of any claim without the indemnified Party’s prior written consent, which shall not be unreasonably withheld or delayed.
6. CONFIDENTIALITY
6.1. For the purpose of this Agreement, “Confidential Information” shall mean any and all information disclosed by one Party to the other, whether before or after the date of this Agreement, which is not publicly known and that:
- Relates to the business, affairs, products, developments, trade secrets, know-how, personnel, customers, or suppliers of either Party;
- Is marked as confidential at the time of disclosure or, if disclosed orally, is identified as confidential at the time of disclosure, and confirmed in writing as confidential within a reasonable time period following the oral disclosure; and
- The receiving Party knows or reasonably ought to know is considered confidential by the disclosing Party.
6.2. Each Party agrees to:
- Maintain the confidentiality of the Confidential Information received from the other Party and to use it solely for the purposes of this Agreement;
- Restrict disclosure of such Confidential Information to employees, agents, or subcontractors who need to know such information for the purposes of this Agreement and who are bound by similar obligations of confidentiality;
- Take all reasonable steps to protect the other Party’s Confidential Information from unauthorized use, disclosure, or access.
6.3. The Service Provider additionally commits to not disclosing any Confidential Information of the Customer without the prior written consent of the Customer, except as required by law, court order, or any governmental or regulatory authority. The Service Provider will ensure that its employees, agents, and subcontractors who have access to such Confidential Information are informed of its confidential nature and are bound by terms of confidentiality no less stringent than those set forth in this Agreement.
6.4. Confidential Information does not include information that:
- Is or becomes publicly known through no fault of the receiving Party;
- Was in the receiving Party’s lawful possession before the disclosure;
- Is lawfully disclosed to the receiving Party by a third Party without restriction on disclosure; and
- Is independently developed by the receiving Party, which can be shown by written evidence.
6.5. The obligations of confidentiality shall remain in effect for a period of ten (10) years after the termination or expiration of this Agreement, irrespective of the reason for termination.
6.6. Upon the termination or expiration of this Agreement, each Party shall, at the other Party’s discretion, return or destroy all materials containing the other Party’s Confidential Information, and certify to the other Party that it has done so, except for one copy that may be retained solely for determining the continuing obligations under this Agreement.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. Each Party acknowledges that, as of the Effective Date of this Agreement, each may possess pre-existing intellectual property, including but not limited to software, documents, designs, inventions, and other materials (“Pre-Existing IP”). Each Party retains all rights, title, and interest in and to its Pre-Existing IP. Access or use of a Party’s Pre-Existing IP by the other Party under this Agreement shall not transfer any ownership rights.
7.2. All intellectual property rights and products created, developed, invented, or generated by the Service Provider in the course of executing the Services under this Agreement (“Service-Generated IP”) shall be the exclusive property of the Service Provider except as specifically agreed in writing between the Parties.
7.3. The Service Provider hereby grants the Customer a non-exclusive, royalty-free, worldwide license to use Service-Generated IP solely for the purpose of utilizing the Services provided under this Agreement. This license does not include the right to sublicense, sell, or otherwise transfer the Service-Generated IP without the express written consent of the Service Provider.
7.4. To the extent the Customer provides the Service Provider with materials, data, or intellectual property (“Customer-Supplied IP”) for the purpose of delivering the Services, the Customer grants the Service Provider a non-exclusive, royalty-free, worldwide license to use, modify, and incorporate such Customer-Supplied IP into the Services provided under this Agreement.
7.5. If the Services provided under this Agreement require the use of third-Party intellectual property, the Service Provider shall ensure that it has obtained the necessary licenses or permissions to use such intellectual property in the delivery of the Services. The Customer will be informed of and responsible for any additional fees or royalties associated with the use of such third-Party intellectual property.
7.6. Each Party agrees to promptly notify the other Party in writing upon becoming aware of any unauthorized use or infringement of the intellectual property rights covered by this Agreement.
7.7. The rights and obligations under this section shall survive the termination or expiration of this Agreement.
8. DATA PROTECTION AND DATA PROCESSING
8.1. Both Parties acknowledge their respective duties to comply with applicable data protection laws, including but not limited to the UK Data Protection Act 2018 and the EU General Data Protection Regulation (“GDPR”) as it applies in the United Kingdom. The Service Provider will adhere strictly to its role and responsibilities as a data processor (or data controller, as applicable) under these laws.
8.2. The Customer acknowledges that it acts as the data controller with respect to any personal data it provides to the Service Provider for the purpose of receiving the Services under this Agreement. The Service Provider shall act as a data processor on behalf of the Customer, processing personal data only on documented instructions from the Customer, unless required by law to act without such instructions.
8.3. The Service Provider agrees to:
- Process personal data solely for the purpose of providing the Services under this Agreement and in accordance with the Customer’s written instructions, unless required by Union or Member State law to which the Service Provider is subject; in such a case, the Service Provider shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
- Ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
- Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, in accordance with Article 32 of GDPR;
- Assist the Customer, insofar as this is possible, in fulfilling the Customer’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR; and
- Assist the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR considering the nature of processing and the information available to Service Provider;
8.4. The Service Provider may engage sub processors to fulfill its contractual obligations under this Agreement or to provide certain services on its behalf, such as cloud storage services. The Service Provider shall inform the Customer of any intended changes concerning the addition or replacement of sub processors, thereby giving the Customer the opportunity to object to such changes.
8.5. The Service Provider shall not transfer personal data outside of the European Economic Area (“EEA”) or the United Kingdom without ensuring adequate protections are in place in accordance with applicable data protection laws, including GDPR and the UK Data Protection Act.
8.6. In the event of a personal data breach, the Service Provider shall without undue delay notify the Customer and provide necessary assistance to ensure compliance with the data breach notification requirements under the GDPR.
8.7. Upon termination or expiry of this Agreement, the Service Provider shall, at the choice of the Customer, delete or return all personal data to the Customer and delete existing copies unless Union or Member State law requires storage of the personal data.
8.8. The Service Provider shall make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in this clause and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer.
9. ASSIGNMENT
The Customer shall not assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under this Agreement without the prior written consent of The Service Provider. The Service Provider may at its discretion assign, subcontract, or delegate its obligations under this Agreement to any third Party with prior written notice to the Customer.
10. INDEPENDENT CONTRACTOR
10.1. The Service Provider enters into this Agreement as, and shall remain, an independent contractor. Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between the Service Provider and the Customer. The Service Provider is and shall continue to be an independent entity in its relationship to the Customer, and as such, is solely responsible for all tax returns, filings, and reports required by any regulation or law, and for all of its own employees and agents and their compensation and benefits.
10.2. The Service Provider does not have, nor shall it represent that it has, any authority to make any contract, agreement, warranty, or representation on behalf of the Customer, or to incur any obligation or liability or otherwise bind the Customer, unless specifically authorized in writing.
10.3. The Customer shall not be liable to the Service Provider, or its employees, contractors, or agents, for any expenses incurred in the performance of Services under this Agreement, nor shall the Service Provider, or its employees, contractors, or agents be eligible for any of the Customer’s insurance, retirement, or other benefit plans.
10.4. The Customer shall comply with all applicable laws, regulations, and ordinances relating to their performance under this Agreement, including, but not limited to, laws relating to taxation, social security, unemployment insurance, and workers’ compensation.
11. LAW AND JURISDICTION
Subject to the foregoing, this Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
12. WAVIER
The failure of either Party to enforce any provision of this Agreement at any time shall not be construed as a waiver of such provision and shall not affect the right of such Party to enforce such provision at a later time.
13. FURTHER ASSURANCE
Each Party agrees to perform any further actions and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby.
14. COSTS
Each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, execution, and performance of this Agreement.
15. SET-OFF
Neither Party shall be entitled to set-off any amounts due to them by the other Party against any amounts payable to that other party under this Agreement.
16. NON-SOLICITATION
For the duration of this Agreement and for a period of twelve (12) months thereafter, neither Party shall, without the prior written consent of the other Party, solicit or entice away from the other Party any employee of the other Party who was involved in the execution or delivery of the Services under this Agreement.
17. THIRD PARTY RIGHTS
A person who is not a party to this Agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
18. NOTICES
Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing, addressed to that Party at its registered office (if a company) or its principal place of business (in any other case) and shall be delivered personally, sent by prepaid first-class post or other next working day delivery service, or by email subject to receipt of read receipts.
19. SEVERANCE
If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
20. ACCEPTANCE OF DIGITAL SIGNATURES
20.1. The Parties agree that the exchange of digital signatures, whether through secure electronic signature platforms or other electronic means authorized by law, shall constitute valid and enforceable execution of this Agreement and any other documents required to be signed under or in connection with this Agreement.
20.2. Both Parties acknowledge and agree that digital signatures used in connection with this Agreement shall be as legally binding as traditional handwritten signatures, in compliance with the Electronic Communications Act 2000, the Electronic Signatures Regulations 2002, and any other applicable laws relating to electronic signatures and records.
20.3. Each Party agrees to rely on and accept digital signatures from the other Party and not to challenge the validity or enforceability of any transaction under this Agreement solely on the basis that it is executed with a digital signature.
