1.1 Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services by the Supplier, as set out in the Contract Details and Schedule 2.
Conditions: these terms and conditions set out in clause 1 to clause 9 (inclusive).
Contract: the contract between the Customer and the Supplier for the supply of the Services in accordance with Contract Details these Conditions and any Schedules.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Deliverables: all documents, products and materials developed by the Supplier or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts).
In-put Material: all Documents, information and materials provided by the Customer relating to the Services, including (without limitation) computer programs, data, reports and specifications.
Intellectual Property Rights: all patents, right to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewables or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Services: the services, including without limitation any Deliverables, to be provided by the Supplier pursuant to this Contract.
Services Start Date: the day on which the Supplier is to start provision of the Services, on the day payment is confirmed in the bank account associated with GEN Z LTD.
a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
b) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
c) A reference to writing or written includes fax and email.
2.1 The supplier shall provide the Services to the Customer on the terms and conditions of this agreement.
2.2 This agreement shall commence on the Services Start Date and continue for a period of 1-month and, after that, shall continue to be supplied unless this agreement is terminated by the Customer.
2.3 The parties agree that the Supplier will review with the Customer and may increase the charges at the end of the 6-month period, provided that such charges will not be increased more than once in any 12-month period. The Supplier will give the Customer not less than 1 months’ notice of any increase. If such increase is not acceptable to the Customer, it may terminate this agreement.
3.1 The supplier shall supply the Services to the Customer from the Services Start Date in accordance with this Contract.
3.2 In supplying the Services, the Supplier shall platform the Services with reasonable care and skill.
4.1 The Customer shall:
a) Co-operate with the Supplier in all matters relating to the Services;
b) Provide, for the Supplier, its agents subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as required by the Supplier or any of them;
c) Provide, in a timely manner, such information as the Supplier may reasonably require, and ensure that is accurate in all material respects.
d) Obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the Services and the use of in-put Material, in all cases before the date on which the Services are to start.
4.2 If the Suppliers performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall:
a) Not be liable for any costs, charges, or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
b) Be entitled to payment of the Charges despite any such prevention or delay; and
c) Be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.
5.1 As between the Customer and the Supplier, all intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by the Supplier. Subject to clause 5.2, the Supplier licences all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services. If the agreement is terminated, this licence will automatically terminate.
5.2 The Customer acknowledges that, where the Supplier does not own any of the Pre-existing Materials, the Customer’s use of rights in Pre-existing Materials is conditional on the Supplier obtaining a written licence (of sub-licence) from the relevant licensor or licensors on such terms as will entitle the Supplier to licence such rights to the Customer.
5.3 For the avoidance of doubt and without limitation:
(a) The Supplier shall retain the right to use any and all Deliverables or marketing material relating to the Services for any promotion, advertising and marketing campaigns exclusively for projects relating to the Customer.
(b) The Supplier shall unconditionally retain the right to distribute all media productions relating to the Services (including images and videos) through any channels.
6.1 In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in accordance with this clause 6.
6.2 The Customer shall pay each direct debit due and submitted to it by the Supplier, in cleared funds, immediately.
6.3 If the Customer fails to make any payment due to the Supplier under this Contract by the due date for payment, then, without limiting the Supplier’s remedies under Clause 8:
a) The Supplier may suspend all Services until payment has been made in full.
7.1 Nothing in this Contract shall limit or exclude the Supplier’s liability for:
a) Death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors.
b) Fraud or fraudulent misrepresentation; and
c) Breach of the terms implied by Section 2 of the Supply of Goods and Services act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
7.2 Subject to clause 7.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for the breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
a) Loss of profits;
b) Loss of sales or business;
c) Loss of agreements or contracts;
d) Loss of anticipated savings;
e) Loss of use or corruption of software, data or information;
f) Loss of or damage to goodwill; and
g) Any indirect or consequential loss.
7.3 Subject to clause 7.1, the Supplier’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Contract shall be limited to the average annual Charges (calculated by reference to the Charges in successive 12 month periods from the Services Start Date) paid by the Customer under the Contract.
7.4 The conditions 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 this agreement.
8.1 Without affecting any other right or remedy available to it, either party to this Contract may terminate it with immediate effect by giving written notice to the other party if:
a) The other party commits a material breach of any terms of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 4 days after being notified in writing to do so;
b) 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), 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;
c) 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;
d) The other party’s financial position deteriorates to such an extent that in terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
e) The other party (being an individual) is the subject of a bankruptcy petition or order; or
f) The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under mental health legislation.
8.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if;
a) The customer fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 5 days after being notified to make such payment; or
b) There is a change of Control of the Customer.
8.3 On termination of this Contract for whatever reason;
a) The Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
b) Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination; and
c) Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
9.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract without the Supplier’s prior written consent.
9.2 Assignment and other dealings.
a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over a deal in any other manner with any or all its rights and obligations under this Contract without the Supplier’s prior written consent.
b) The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or at all of its rights under this Contract.
a) 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 except as permitted by clause 9.3(a).
b) Each party may disclose the other party’s confidential information;
(i) To its employees, officers, representatives, subcontractors or advisors who need to know such information for the purposes of carrying out the party’s obligations under this Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisors to whom it discloses the other party’s confidential information comply with this clause 9.3; and
(ii) As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
c) No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Contract.
9.4 Entire agreement.
a) This 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.
b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Contract.
9.5 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
9.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not;
a) Waive that or any other night or remedy; or
b) Prevent or restrict the further exercise of that or any other right or remedy.
9.7 Severance. If any provision or part-provision of this Contract 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 Contract.
a) Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party as its registered office or such other address as that party may have specified so the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 9.8(a); if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting: if delivered by commercial courier, on the data and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
9.9 Third Party rights. No one other than a party to this agreement shall have any right to enforce any of its terms.
9.10 Governing Law. This 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 try, and construed in accordance with the law of England and Wales.
9.11 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 this Contract or its subject matter or formation.