1. Definitions and Interpretation
- In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Applicable Laws” means all laws, statutes, regulations, and similar instruments from time to time in force applicable to the Parties, the Services, and to the Contract; Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England; “Business Hours” means 9.00 a.m. to 5.00 p.m. on a Business Day; “Charges” means any and all sums due under the Contract from the Purchaser to the Provider in consideration of the Services, as set out in Clause 5 (Charges, Payment, and Records); “Commencement Date” means the date on which the Contract shall enter into effect, as set out in Clause 2 (Basis of Contract); “Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Contract (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such); “Consumer Prices Index” means, subject to sub-Clause 5.7, the Consumer Prices Index published by the Office for National Statistics; “Contract” means the contract entered into by the Provider and the Client for the provision of Services in accordance with and on the basis of these Terms and Conditions; “Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended; “FOIA” means the Freedom of Information Act 2000, and any subordinate legislation made under the Freedom of Information Act 2000 from time to time. Together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation. “Indexed Amount” means the sum calculated in accordance with Clause 5.7 “Indexed Figure” means the annual figure given by the Consumer Prices Index; “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, service marks, business names, domain names, rights in get-up and trade dress, goodwill and the right to passing off actions, design rights, database rights, rights subsisting in software, rights to use confidential information and the right to protect the same, and any and all other intellectual property rights, whether registered or unregistered, including applications and the right to apply for (and be granted) renewals or extensions of, and rights to claim priority from, any such rights and any and all equivalent rights or other forms of protection subsisting now or in the future anywhere in the world; “Mandatory Policies” means the Purchaser’s business policies; “MSA Offence” means an offence under the Modern Slavery Act 2015. “Order” means the Purchaser’s order for the Services as set out in the Purchaser’s purchase order form or in the Purchaser’s written acceptance of the Provider’s quotation or the Purchaser’s order placed by completion of an order or order form by email or on or via the Provider’s website; “Provider” means the Party providing the Services to the Purchaser under the Contract; “Provider Equipment” means any and all equipment including computer hardware, systems and software, provided and used by the Provider in relation to the provision of the Services (whether directly or indirectly); “Provider Materials” means any and all information, documents, and other materials provided by the Provider to the Purchaser in relation to the provision of the Services; “Purchaser” means the Party procuring the Services from the Provider under the Contract; “Purchaser Equipment” means any and all equipment including computer hardware, systems and software, provided or otherwise made accessible by the Purchaser to the Provider in relation to the provision of the Services (whether directly or indirectly); “Purchaser Materials” means any and all information, documents, and other materials provided by the Client to the Provider in relation to the provision of the Services; “Services” means the services provided or to be provided by the Provider to the Purchaser in accordance with the Contract, as fully defined in the Specification or specified on the Provider’s Order; “Specification” means the full description and specification of the Services as agreed in writing by the Purchaser and the Provider or the full description and specification of the Services published on the Provider’s website;
- Any reference to “writing”, and any similar expression, includes a reference to any communication sent by email, SMS text, or other form of electronic communication.
- Unless expressly stated otherwise, legislation or a provision thereof is a reference to that legislation or provision as amended or re-enacted from time to time.
- Unless expressly stated otherwise, legislation or a provision thereof, shall include all subordinate legislation made from time to time under that legislation or provision.
- A reference to “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time.
- A reference to “the Contract” is a reference to the contract between the Parties as defined above in sub-Clause 1.1 and further set out below in Clause 2 (Basis of Contract).
- A reference to a “Party” or the “Parties” refer to the parties to the Contract.
- A reference to any other agreement or document is a reference to that agreement or document as amended or supplemented at the relevant time.
- Any obligation on either Party not to do a particular thing includes an obligation to not allow that thing to be done.
- The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of the Contract.
- Words communicating the singular number shall include the plural and vice versa.
- References to any gender shall include any other gender.
- References to persons shall include natural persons, corporate, or unincorporated bodies (whether or not the same have a separate legal personality).
- References to a company shall include companies, corporations, or other bodies corporate, however so and wherever incorporated or established.