The Agreement (comprising the Proposal, the Order Form and these General Terms and Conditions) contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between the parties unless expressly incorporated by reference in this Agreement. The order of precedence in which the components of the Agreement shall apply is (unless otherwise stated in the Agreement and highest importance first): (1) the Order Form (and, in the event that more than one Order Form exists, the most recent Order Form first), (2) these General Terms and Conditions (including the Schedule) and (3) the Proposal.
Bribery Laws: means the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction;
Business Day: means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London;
Commencement Date: means the date of commencement of the Services as agreed in writing between the Parties from time to time;
Confidential Information: means any and all confidential information (whether in oral, written or electronic form) given including technical or other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other’s business, finance or technology, know-how, intellectual property, assets, strategy, products and customers, including without limitation information relating to manufacturing or other processes, management, financial, marketing, technical and other arrangements or operations of any person, firm, or organisation associated with that party;
Consumer Prices Index or CPI: means the Consumer Prices Index as published by the UK Office for National Statistics;
Customer Material: means any Material provided or made available by Customer;
Data Subject: has the meaning given to it in the Schedule;
Fees: means, together, any Monthly Fees and any One-off Fees payable under this Agreement;
Force Majeure: means an event or sequence of events beyond a party’s reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations hereunder, including war, revolution, terrorism, riot or civil commotion; strikes, lock outs or other industrial action, whether of the affected party’s own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; explosion, fire; flood, natural disaster, or adverse weather conditions. Force Majeure does not include, without limitation, inability to pay, mechanical difficulties, shortage or increase of price of raw materials, over-commitment or market or other circumstances which may make the terms of this Agreement unattractive to a party;
General Terms and Conditions: means these general terms and conditions forming part of the Agreement;
Good Industry Practice: means the exercise of that degree of care, diligence and skill which would reasonably and ordinarily be expected from a skilled, professional and experienced person engaged in the same type of undertaking under the same or similar circumstances;
Intellectual Property Rights: means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
Initial Term: means a period of three (3) calendar months commencing on the Commencement Date;
Material: means all text, graphics, logo, photographs, images, moving images (including video), sound, illustrations, software, data, calculations, algorithms, methods, information and other material and related documentation featured, displayed or used in or in relation to the Services;
Monthly Fees: means any monthly fees payable under this Agreement for any recurring or on-going Services, as set out in the Summary Table(s);
One-off Fees: means any one-off fees payable under this Agreement for any one-off or discrete Services, as set out in the Summary Table(s);
Order Form: means the order form forming part of the Agreement (and annexed to the Proposal), and any subsequent order form entered into pursuant to this Agreement being together the Order Form(s);
Personal Data: has the meaning given to it in the Schedule;
Proposal: means the proposal prepared by Supplier detailing the Services or any of them and agreed in writing between the parties, to which an Order Form is annexed;
Service Hours: means from 09:00 to 17:00 (GMT) on Business Days;
Services: means any services to be provided by Supplier under this Agreement as detailed in the Proposal;
Summary Table: means the summary of services and fees table set out in the Proposal;
Sub-Processor: has the meaning given to it in the Schedule;
Supplier Material: means any Material developed by Supplier either before or during the Term and that is used in or in relation to the Services (or any of them);
Term: means the term of this Agreement;
Third Party Charges: means any charges made by third party suppliers for the Third Party Services;
Third Party Material: means any Material owned or licensed by a third party either before or during the Term;
Third Party Service: means any goods and/or services to be provided by a third party to Customer and managed by Supplier pursuant to this Agreement (which may be more particularly described in the Proposal (in particular in the Summary Table)); and
VAT: means United Kingdom value added tax and any other tax imposed in substitution for it.
and Customer acknowledges that Supplier shall not be liable for any failure by Supplier to meet any such objectives where such failure arises as a result of any fact or matter outside the reasonable control of Supplier (including, for the avoidance of doubt and not limited to, any event of Force Majeure, market forces and the changing nature of internet browsing, search engine and advertising technologies).
the other party may, within a further 10 days terminate this Agreement on notice, otherwise this Agreement shall continue in full force and effect.
involved in performing services for or on behalf of that party or otherwise involved with this Agreement so comply.
to countries outside the European Economic Area (EEA) or to any international organisation(s) (an International Recipient), provided all transfers by Supplier of Protected Data to an International Recipient shall (to the extent required under Data Protection Laws) be effected by way of Appropriate Safeguards and in accordance with Data Protection Laws. The provisions of this Agreement shall constitute Customer’s instructions with respect to transfers in accordance with paragraph 3.1.
and delete existing copies (unless storage of any data is required by Applicable Law and, if so, Supplier shall inform Customer of any such requirement).
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