TERMS AND CONDITIONS
1. INTERPRETATION
1.1. The following definiXons and rules of interpretaXon apply in these terms and condiXons (condiXons):
1.2. Contract the customers purchase order and the supplier’s acceptance of it or the Client’s acceptance of a quotaXon for Services (including, but not limited to, the provision of a Summary Cost EsXmate) by the Supplier under condiXon 2.2 and includes, for the purposes of the provision of E-services, an E-Services Agreement;
1.3. Client the person, firm or company who purchases Services from the Supplier;
1.4. Document includes, without limitaXon, in addiXon to any document in wriXng, any drawing, map, plan, diagram, design, picture or other image, tape, disk, computer file, DVD, CD, flash drive or other device or record embodying informaXon in any form;
1.5. E-Services the provision of on-line services, hosted applicaXons, electronic early case assessment, Altlaw Managed Review services, electronic forensic services or such other services as may be specified pursuant to the terms of an E-Services Agreement;
1.6. E-Services Agreement any wriYen agreement entered into by the Supplier and the Client in connecXon with the provision of E-Services;
1.7. Goods all Documents (save to the extent relaXng solely to the provision of E-Services), products and materials developed by the Supplier or its agents, subcontractors, consultants and employees in relaXon to the provision of Services in any form;
1.8. Intellectual Property Rights all patents, rights to invenXons, uXlity models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair compeXXon rights, rights in designs, rights in computer sogware, database right, topography rights, moral rights, rights in confidenXal informaXon (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applicaXons for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protecXon in any part of the world;
1.9. Services (i) prinXng, blowbacks, copying, scanning, coding, file conversion, and/or shredding to be provided by the Supplier under the Contract or (ii) E-Services to be provided by the Supplier under the Contract, in each case together with any other services which the Supplier provides, or agrees to provide, to the Client;
1.10.Sogware the Supplier’s proprietary sogware used to provide the Services;
1.11.Summary Cost EsXmate the summary cost esXmate, if any, provided by the Supplier to the Client in connecXon with the provision of E-Services;
1.12.Supplier ALTLAW LIMITED (Company No. 05155538), or, in connecXon with the provision of E-Services, ALTLAW LITIGATION SUPPORT LIMITED (Company No. 07108843), in each case whose registered office is at 4, Angel Wharf, 54 Eagle Wharf Rd, Hoxton, London, N1 7ER;
1.13.System Management RegulaXons produced by the Supplier from Xme to Xme for the beYer management of the E Services which may include (but are not limited to) regulaXons to ensure that (a) the network through which the Services are provided is not overloaded and that the security and integrity of the network is maintained and/or to ensure compliance with regulaXons of any data centre facility engaged by the Supplier in connecXon with the Services; and (b) any database or other applicaXons which form part of the E-Services are used to the best effect and within their capaciXes;
1.14.Headings in these condiXons shall not affect their interpretaXon.
1.15.A person includes a natural person, corporate or unincorporated body (whether or not having separate legal
personality).
1.16.A reference to wriXng or wriYen includes faxes and e-mail.
1.17.Any obligaXon in the Contract on a person not to do something includes, without limitaXon, an obligaXon not to agree, allow, permit or acquiesce in that thing being done.
1.18.References to condiXons and schedules are to the condiXons and schedules of the Contract.
1.19.If the Client makes use of any E Services of the Supplier, the EServices Agreement, if any, shall apply to that use and are incorporated herein. To the extent of any inconsistency between the E-Services Agreement and these condiXons the EServices Agreement shall apply
2. APPLICATION OF CONDITIONS
2.1. Subject to condiXon 1.19, these condiXons shall apply to and be incorporated into the Contract and shall prevail over any inconsistent terms or condiXons contained, or referred to, in the Client's purchase order, confirmaXon of order, acceptance of a quotaXon, or specificaXon or other document supplied by the Client, or implied by law, trade custom, pracXce or course of dealing.
2.2. The Client's purchase order, or the Client's acceptance of a quotaXon for Services (including, but not limited to, a Summary Cost EsXmate, if any) by the Supplier, consXtutes an offer by the Client to purchase the Services on these condiXons. No offer placed by the Client shall be accepted by the Supplier other
than: (a) by a wriYen acknowledgement issued and executed by the Supplier; or (b) (if earlier) by the Supplier starXng to provide the Services, when a contract for the supply and purchase of the Services on these condiXons will be established. The Client's standard terms and condiXons (if any) aYached to, enclosed with or referred to in any purchase order or other document shall not govern the Contract.
2.3. QuotaXons are given by the Supplier on the basis that no Contract shall come into existence except in accordance with condiXon 2.2. Any quotaXon is valid for a period of 30 days from its date, provided that the Supplier has not previously
withdrawn it.
3. COMMENCEMENT AND DURATION
3.1. The Services supplied under the Contract shall be provided by the Supplier to the Client from the date of acceptance by the Supplier of the Client's offer in accordance with condiXon 2.2 and shall conXnue to be so provided unXl (a) the delivery of the Goods or (b) the compleXon and/or delivery (as applicable) of the E-Services.
4. SUPPLIER'S OBLIGATIONS
4.1. The Supplier shall use reasonable endeavours to provide the Services, and to (a) deliver the Goods to the Client in accordance in all material respects with the Client’s instrucXons and (b) exercise reasonable skill and care to provide the Services in accordance with the Contract.
4.2. The Supplier shall use reasonable endeavours to meet anyperformance dates or Xmes specified in any wriYen acknowledgement, the Contract or otherwise, but any such dates or Xmes shall be esXmates only and Xme shall not be of the essence of the Contract nor shall the Supplier be liable for any failure to meet such dates or Xmes provided always that the Supplier shall have used reasonable endeavours to do so. It is accepted that failure to meet any such dates and Xmes shall not of itself imply that the Supplier has not used reasonable endeavours.
4.3. Delivery of the Goods shall take place at the address or addresses specified by the Client and all Goods shall remain the property of the Supplier unXl all indebtedness from the Client to the Supplier has been discharged, but the risk in the Goods shall be borne by the Client from the date of the delivery by the Supplier or its agents to the Client and the Client shall be under a duty to properly store and insure the Goods and idenXfy them as the Supplier’s property.
4.4. The Supplier reserves the right to sub-contract the fulfilment of the Contract or supply Services or any part thereof.
4.5. Films, plates, drawings, designs, specificaXons and other materials manufactured and used by the Supplier in the producXon of typesepng, electronic data, negaXves, posiXves, plates and the like shall remain its exclusive property.
4.6. Typesepng may be distributed and lithographic, photogravure or other work effaced immediately ager the Contract is executed unless wriYen arrangements are made to the contrary and rent may be charged.
4.7. In connecXon with the provision of E-Services, the Supplier does not and cannot control the flow of data to or from its network and other porXons of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parXes. At Xmes, acXons or omissions of such third parXes can impair or distrupt connecXons to the internet (or porXons thereof). Although the Supplier will use commercially reasonable efforts to take all acXons it deems appropriate to remedy and avoid such events, the Supplier cannot guarantee that such events will not occur. According, the Supplier disclaims any and all liability resulXng from or related to such events.
4.8. The Client warrants that any agent or employee of the Client who requests any Services is duly authorised to make such request and to bind the Client and the Supplier shall be enXtled to rely on and act in accordance with the instrucXons of any such employee or agent.
5. CUSTOMER'S OBLIGATIONS
5.1. The Client shall:
5.1.1.co-operate promptly and fully with the Supplier in all maYers relaXng to the Services;
5.1.2.provide to the Supplier, in a Xmely manner, such Documents and other informaXon as the Supplier may require and ensure that it is accurate in all material respects;
5.1.3.obtain and maintain all necessary licences, permissions and consents and comply with all relevant legislaXon in relaXon to the Services, in all cases before the date on which the Services
are to start;
5.1.4.ensure that any Documents or other materials that are required to be subjected to the Services are delivered into the custody and control of the Supplier in good Xme for the Supplier (a) to be able to meet any performance dates or Xmes by using reasonable endeavours so to do and (b) in such quanXty and such condiXon as have been represented by the Client, its agents or employees.
5.2. The Client’s correcXon of any proof including alteraXons in style and the cost of addiXonal proofs necessitated by such
correcXons will be charged extra. Proofs of all work may be submiYed for the Client’s approval and in that event no responsibility will be accepted by the Supplier for any errors not corrected by the Client.
5.3. In connecXon with the provision of E-Services, the Client represents, warrants and undertakes that:
5.3.1.it will comply at all Xmes during the term of the Contract with all current System Management RegulaXons provided that the Supplier shall give not less than 30 days’ wriYen noXce to the Client of addiXons and changes to the System Management RegulaXons;
5.3.2.it will use the Services only for lawful purposes and in accordance with the Contract;
5.3.3.that any media tendered or made available to the Supplier for examinaXon or duplicaXon and any access granted to any informaXon, system or network was obtained lawfully, in full compliance with all applicable statutes and regulaXons or orders or policies of any court or agency of competent jurisdicXon, and with due regard for and deference to the property or privacy rights of third parXes. The Client agrees to indemnify and hold the Supplier harmless from any claim or suit alleging unauthorised or unlawful access to any informaXon, media, system or network, including all damages, expenses, liability, fines and legal fees;
5.3.4.any sogware, data, equipment or other materials provided by (or in relaXon to which access is granted by) the Client to the Supplier or employed by the Client in its use of or receipt of the Services shall not infringe any Intellectual Property Rights of any third party and shall not be obscene or defamatory of any person and shall not violate the laws or regulaXons of any applicable authority which may have jurisdicXon over such acXvity; and
5.3.5.the Client shall provide all such assistance, faciliXes and informaXon to the Supplier as the Supplier may reasonably require in order to enable it to carry out its obligaXons under the Contract.
5.4. In connecXon with the provision of E-Services, in the event of any breach of condiXon 5.3, in addiXon to any other remedies available at law or in equity, the Supplier will have the right to suspend immediately any related Services if deemed reasonably necessary by the Supplier to protect the proper interests of the Supplier or its other clients. If pracXcable and depending on the nature of the breach, the Supplier may (in its absolute discreXon) give the Client an opportunity to cure such breach. In such case, once the Client has cured the breach, the Supplier will promptly restore the Services within 24 hours.
5.5. If the Supplier's performance of its obligaXons under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevenXon or delay and, if applicable, the Xmetable for the Services will be modified accordingly.
5.6. The Client shall be liable to pay to the Supplier, on demand, all reasonable direct costs, charges or losses sustained or incurred by the Supplier arising directly or indirectly from the Clients fraud, negligence, failure to perform or delay in the performance of any of its obligaXons under the Contract, subject to the Supplier confirming such cots, charges and losses to the Client in wriXng.
6. CHARGES AND PAYMENT
6.1. In consideraXon of the provision of the Services by the Supplier, the Client shall pay the charges as set out in the Supplier’s Contract and/or invoice or as may otherwise be agreed by the parXes.
6.2. All prices quoted to the Client are exclusive of value added tax or any tax replacing it, for which the Client shall be addiXonally liable at the applicable rate from Xme to Xme.
6.3. The price shall be at the Supplier’s standard rates shown on the Suppliers price list from Xme to Xme or as otherwise agreed between the parXes.
6.4. Payment of the price shall be due within 14 days of the date of the Supplier’s invoice. Interest on overdue invoices shall accrue from the date when payment becomes due from day to day unXl the date of payment at a rate of 5% per annum above the NaXonal Westminster Bank Plc base rate from Xme to Xme in force and shall accrue at such a rate ager as well as before any judgment.
6.5. The Client undertakes to pay to the Supplier (on the full indemnity basis) all costs, charges and expenses incurred by the Supplier in collecXng or aYempXng to collect any indebtedness of the Client to the Supplier.
6.6. The Client agrees that the Supplier has the right at any Xme before delivery of the Services to withdraw any discount or to revise any price quoted if, ager the Supplier’s acceptance of any order, there is an increase or decrease in the cost to Supplier of supplying the Services whether by reason of exchange rate fluctuaXons, taxes and duXes, increase in labour or material costs, third party charges or otherwise
6.7. The Client may not withhold payment of any invoice or other amount due to the Supplier by reason of any right of set-off or counterclaim which the Client may have or allege to have or for any reason whatever.
6.8. Time for payment shall be of the essence of the Contract.
6.9. All sums payable to the Supplier under the Contract shall become due immediately on its terminaXon, despite any other provision. This condiXon 6.9 is without prejudice to any right to claim for interest under the law or any such right under the Contract.
6.10.The Supplier may, without prejudice to any other rights it may have, set off any liability of the Client to the Supplier against any liability of the Supplier to the Client.
6.11.Any prices stated or agreed in relaXon to any Contract and any other terms are condiXonal upon compliance by the Client, its agents or employees with its obligaXons under the Contract and further but without limitaXon ensuring that any Documents or materials delivered for photocopying or scanning are delivered in one batch, are properly ordered, not stapled, bound or otherwise in a condiXon that requires the applicaXon
6.12.of any prior process of modificaXon by the Supplier before the Services can be applied.
6.13.The Xme spent in the applicaXon of any prior process described in condiXon 6.11 shall be charged to the Client in addiXon to the prices stated or agreed at the Supplier’s rates applicable from Xme to Xme and the Client agrees to meet such further charges. The Client by delivery of any Documents or materials to the Supplier authorises the Supplier to undertake any such prior process as the Supplier in its sole discreXon considers necessary or appropriate.
6.14.If any payment is due and outstanding by the Client to the Supplier at any Xme in relaXon to any Contract or if the Supplier, in its sole discreXon, considers that any payment on account of current work is necessary or appropriate having regard to the nature of the work to be undertaken, the financial resources of the Client or any client of the Client or any other factor the Supplier may at any Xme and from Xme to Xme require any such payment to be made by the Client as a condiXon predecent to the acceptance or conXnuance of any Services and may withhold or suspend performance of the Services or the compleXon of any Contract unXl any such payment has been made in cleared funds by the Client to the Supplier without thereby incurring any liability.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. The property and any Intellectual Property Rights in anyDocuments provided to the Supplier in respect of providing Services shall belong to the Client and the Client grants to the Supplier a non exclusive, irrevocable world-wide licence to (a) use, execute, reproduce, display, perform, and distribute a copy of the Documents for the purpose of providing the Services only; (b) in connecXon with the provision of E-Services, to copy, reproduce and manipulate data provided by the Client or resulXng from the Services for the purposes of using the data for the provision of the Services; and (c) in connecXon with the provision of E Services, to reproduce and display the Client’s trade marks for the purposes of using the data for the provision of the Services (and, subject to any contrary provision in the Contract, the Supplier undertakes only to use the Client’s trade marks for the purpose of providing the Services or, if approved pursuant to condiXon 18, in any publicity materials produced by the Supplier).
7.2. The Client warrants that any Documents or other materials supplied by the Client and its use by the Supplier for the purpose of providing the Services will not infringe the copyright or other rights of any third party and shall not be in any way illegal scandalous or libellous, and the Client shall indemnify the Supplier against any loss, damages, costs, expenses or other claims arising from such infringement.
7.3. All drawings specificaXons and proofs supplied by the Supplier are copyright and may not be reproduced or disclosed to third parXes without the Supplier’s consent in wriXng.
7.4. Without prejudice to the Client’s rights in its own materials, the parXes hereby agree that the Client shall not acquire any Intellectual Property Rights whatsoever in respect of the Sogware, documentaXon and all other materials used by the Supplier in connecXon with or related to the provision of the Services hereunder.
7.5. The Supplier warrants that it has all necessary right, Xtle and interest in respect of the Intellectual Property Rights relaXng to the Sogware necessary to enable the Client to benefit from the Services in accordance with the Contract.
8. CONFIDENTIALITY AND SECURITY
8.1. The Supplier hereby undertakes to the Client to: (a) keep confidenXal all informaXon concerning the business and affairs of the Client that it shall have obtained or received as a result of the discussions leading up to or the entering into or performance of the Contract or the provision of Services (the InformaXon), (b) not without the Client’s consent disclose the InformaXon in whole or in part to any other person save those of its employees agents and sub-contractors involved in the provision or receipt of the Services and who have a need to know the same or to the extent that disclosure of the InformaXon is required by any court, governmental agency or regulatory body of competent jurisdicXon (in which case the Supplier will give prompt noXce of such requirement to the Client save to the extent it may be prohibited from doing so by any applicable law, regulaXon or other legally binding requirement) and (c) use the InformaXon solely in connecXon with the provision or delivery of the Services and not for its own benefit or the benefit of any third party.
8.2. The provisions of this condiXon 8 shall not apply to the whole or any part of the InformaXon to the extent that it is: (a) trivial or obvious or (b) in the public domain other than as a result of a breach of this condiXon 8.
8.3. Each party recognises that it is impossible to maintain flawless security but in connecXon with the provision of E-Services the Supplier shall take all commercially reasonable steps to prevent security breaches in its servers’ interacXon with the Client and security breaches in the Supplier’s interacXon with resources or users outside of such firewall(s) that the Supplier maintains in connecXon with its servers.
8.4. In connecXon with the provision of E-Services, the Client is responsible for maintaining the confidenXality of any passwords which are required to access the Supplier’s Sogware and the Services and is solely responsible for any damage caused by any unauthorised access occurring as a result of a failure to maintain such confidenXality or permipng other security breaches which may occur through the Client’s own servers and related resources.
9. LIMITATION OF LIABILITY - THE CUSTOMER'S ATTENTION IS
PARTICULARLY DRAWN TO THIS CONDITION
9.1. This condiXon 9 sets out the enXre financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Client in respect of: (a) any breach of the Contract, (b) any use made by the Client of the Services, the Goods or any part of them, and (c) any representaXon, statement or torXous act or omission (including negligence) arising under or in connecXon with the Contract.
9.2. The Supplier warrants that the Goods and Services provided to the Client will be of reasonably saXsfactory quality and all other warranXes, condiXons and other terms implied by statute or common law are, to the fullest extent permiYed by law, excluded from the Contract.
9.3. Nothing in these condiXons limits or excludes the liability of the Supplier: (a) for death or personal injury resulXng from negligence or (b) for any damage or liability incurred by the
9.4.
9.5. Client as a result of fraud or fraudulent misrepresentaXon by the Supplier.
9.6. Subject to condiXons 9.2 and 9.3, the Supplier shall not be liable to the Client under any circumstances for any losses, damages or third party claims of an indirect, consequenXal, special or incidental nature, including, without limitaXon, loss of business or profit, regardless of whether such was reasonably foreseeable or that the Supplier had been made aware of the possibility of the Client incurring such loss. The Client shall not be liable to the Supplier under any circumstances for any losses, damages or third party claims of an indirect, consequenXal, special or incidental nature, including, without limitaXon, loss of business or profit, regardless of whether such was reasonably foreseeable or that the Supplier had been made aware of the possibility of the Client incurring such loss.
9.7. Subject to condiXons 9.2 and 9.3 (and without prejudice to the generality of condiXon 9.4) the Supplier shall not be liable to the Client for any losses, damages or third party claims or losses arising from the loss or destrucXon of Goods prinXng plates or other working materials whilst on the Supplier’s premises or otherwise.
9.8. All Documents supplied by the Client shall remain the Client’s property and any such items which are leg in the custody of the Supplier by the Client shall be so leg at the sole risk of the Client and the Supplier shall not be responsible for any loss or damage to them whilst in such custody.
9.9. The provision of scanning services by the Supplier consists of the recordal of documents, images and data (Data) on a digital medium in a manner that can be accessed and retrieved electronically and such other services as shall be agreed in the Contract. The Supplier will if required by the Client use reasonable efforts to assist the Client in considering issues which may be relevant to the manner in which such Data will be stored and accessed but the Client is solely responsible for designing and specifying any required database structure, indexing parameters, retrieval criteria, instrucXons for the use and manipulaXon of data and idenXfying any other issue relevant thereto (OperaXonal Criteria). The Supplier gives no recommendaXon or advice and excludes all liability in respect of the design, specificaXon or funcXonality of any OperaXonal Criteria or the suitability of any OperaXonal Criteria for any parXcular purpose.
9.10.The Client accepts that the OperaXonal Criteria are dependent on third party sogware, which the Client licenses at its
discreXon from third-party sogware providers. The idenXficaXon of such sogware and its suitability for the purposes of the Client is the sole responsibility of the Client. The Supplier grants no express or implied license to use nor makes any recommendaXon in respect of such sogware. The Supplier excludes all liability in respect of the use of any such sogware by the Client or any other party. The Client is solely responsible for (i) taking and retaining copies of all Data submiYed to the Supplier during the provision of Services (ii) maintaining backup copies of all media supplied by the Supplier (iii) implemenXng disaster recovery procedures appropriate to the Client's requirement (iv) clearly idenXfying any Data submiYed to the Supplier, which is of a confidenXal nature and should not be scanned copy or destroyed and (v) upon receipt from the Supplier of any Goods and prior to use or dispatch thoroughly checking the same to ensure that it is accurate,complete and does not contain any Data of a confidenXal nature which should not be disclosed. The Supplier accepts no obligaXon to maintain any copies of any such Data or media or to maintain disaster recovery procedures on behalf of the Client.
9.11.Any claim by the Client which is based on any defect in the quality or condiXon of the Goods or their failure to correspond with specificaXon shall (whether or not delivery is refused by the Client) be noXfied to the Supplier within 7 days from the
date of delivery or (where the defect or failure was not apparent on reasonable inspecXon) forthwith on discovery of the defect or failure and if delivery is not refused and the Client does not noXfy the Supplier accordingly the Client shall not be enXtled to reject the Goods and the Supplier shall have no liability for such defect or failure, and the Client shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
9.12.Where any valid claim is made against the Supplier under or in relaXon to any Contract the Supplier shall be enXtled to replace the Goods (or part in quesXon) free of charge or at the Supplier’s sole discreXon refund the price of the Goods or Services (or a proporXonate part of the price thereof) and the Supplier shall have no further liability to the Client.
9.13.The Client accepts that the Supplier is in no way liable for any virus or other contaminants which enter the Client’s email system or computer network.
9.14.In connecXon with the provision of E-Services, the Supplier shall not be liable for any interrupXons to the Services arising
directly or indirectly from (a) interrupXons to the flow of data to or from the internet; (b) changes, updates or repairs to the network or sogware which it uses as a plarorm to provide the Services subject to the Supplier striving to minimise the interrupXons/outages that may be caused by such change; (c) the effects of the failure or interrupXon of services provided by third parXes; (d) factors outside of the Supplier’s reasonable control (including without limitaXon, the loss of the Client’s data required in relaXon to the provision of E-Services, provided always that such loss is outside of the Supplier’s reasonable control); (e) any acXons or omissions of the Client (including, without limitaXon, breach of the Client’s obligaXons set out in the Contract) or any third parXes; (f) problems with the Client’s equipment and/or third party equipment; and (g) interrupXons to the Services requested by the Client.
9.15.The Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentaXon, resXtuXon or otherwise arising in connecXon with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Services.
10. TERMINATION
10.1.Without prejudice to any other rights or remedies which the parXes may have, the Supplier may terminate the Contract without liability to the Client immediately on giving noXce to the other if:
10.1.1.the Client fails to pay any amount due under the Contract on the due date for payment and remains in default not less than fourteen days ager being noXfied in wriXng to make such payment; or
10.1.2.the Client commits a breach of any of the terms of the Contract (save to the extent covered by condiXon 10.1.1) and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being noXfied in wriXng of the breach; or
10.1.3.the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or
10.1.4.the Client commences negoXaXons with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or
10.1.5.a peXXon is filed, a noXce is given, a resoluXon is passed, or an order is made, for or in connecXon with the winding up of the Client;
10.1.6.an applicaXon is made to court, or an order is made, for the appointment of an administrator or if a noXce of intenXon to appoint an administrator is given or if an administrator is appointed over the Client; or
10.1.7.the Client suspends or ceases, or threatens to suspend or cease, to carry on all or a substanXal part of its business; or
10.2.On terminaXon of the Contract for any reason:
10.2.1.the Client 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 submiYed, the Supplier may submit an invoice, which shall be payable immediately on receipt; and
10.2.2.the accrued rights and liabiliXes of the parXes as at terminaXon and the conXnuaXon of any provision expressly stated to survive or implicitly surviving terminaXon, shall not be affected.
10.3.On terminaXon of the Contract (however arising), condiXons 7, 8, 9, 10, 21 and 22 shall survive and conXnue in full force and effect.
11. FORCE MAJEURE
The Supplier shall have no liability to the Client under the Contract if it is prevented from, or delayed in performing, its obligaXons including but not limited to the provision of the Services and/or the delivery of the Goods under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitaXon) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a uXlity service or transport network, act of God, war, riot, civil commoXon, malicious damage, compliance with any law or governmental order, rule, regulaXon or direcXon, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
12. VARIATION
12.1.The Supplier may, from Xme to Xme and without noXce, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services. The Supplier may, from Xme to Xme change the Services, provided that such changes do not materially affect the nature or quality of the Services and, where pracXcable, it will give the Client noXce of any change.
12.2.Subject to condiXon 12.1, no variaXon of the Contract or these condiXons shall be valid unless it is in wriXng and signed by or on behalf of each of the parXes. 13. WAIVER 13.1.A waiver of any right under the Contract is only effecXve if it is in wriXng and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or
13. WAIVER
13.1.A waiver of any right under the Contract is only effecXve if it is in wriXng and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or arising under or by law shall consXtute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or parXal exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
13.2.Unless specifically provided otherwise, rights arising under the Contract are cumulaXve and do not exclude rights provided by law.
14. SEVERANCE
If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdicXon to be invalid, illegal or unenforceable, that provision or part thereof shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected
15. ENTIRE AGREEMENT
15.1.The Contract consXtutes the whole agreement between the parXes and supersedes all previous agreements between the parXes relaXng to its subject maYer.
15.2.Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representaXon, assurance or warranty (whether made negligently or innocently) other than for breach of contract.
15.3.Nothing in this condiXon shall limit or exclude any liability for fraud.
16. ASSIGNMENT
16.1.The Client shall not, without the prior wriYen consent of the Supplier, assign, transfer, charge, mortgage, subcontract or deal in any manner with all or any of its rights or obligaXons under the Contract.
16.2.The Supplier may at any Xme assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligaXons under the Contract to any third party or agent. Any such delegaXon or sub-contracXng shall not relieve the Supplier of its obligaXons under the Contract.
16.3.Each party that has rights under the Contract is acXng on its own behalf and not for the benefit of another person.
17. NO PARTNERSHIP OR AGENCY
Nothing in the Contract is intended to, or shall be deemed to, consXtute a partnership or joint venture of any kind between any of the parXes, nor consXtute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
18. PUBLICITY
No announcement or informaXon concerning this Agreement or any ancillary maYer shall be made or released or authorised to be made or released in any adverXsing, publicity, promoXonal or other markeXng acXviXes by either of the Supplier or the Client without the prior wriYen consent of the other party (such consent not to be unreasonably withheld or delayed).
19. RIGHTS OF THIRD PARTIES
A person who is not a party to the Contract shall not have any rights under or in connecXon with it.
20. NOTICES
Any noXce required or permiYed pursuant to any Contract or under these condiXons to either party shall be deemed to have been duly given if in wriXng and delivered personally, sent by first class post to the party’s registered office or usual business address or sent to the e-mail or facsimile number as may be specified in the Contract (or, in each case, to such other addresses or facsimile numbers as such party may have from Xme to Xme communicate to the other in wriXng).
21. DISPUTES
21.1 All disputes or differences which shall at any Xme hereager arise between the Supplier and the Client in respect of the construcXon or effect of the Contract or the rights, duXes and liabiliXes of the parXes hereunder or any maYer or event connected with or arising out of this Agreement (a Relevant Event) shall be referred to such independent third party (the Third Party) as the Supplier and the Client shall jointly nominate.
21.2 If the Supplier and the Client shall fail to nominate a Third Party within 14 days of the date of the noXficaXon of the occurrence of the Relevant Event by one party to the other, then the Third Party shall be nominated at the wriYen request of either the Supplier or the Client (with a copy of such wriYen request to be provided by the requesXng party to the counterparty) by the President for the Xme being of the BriXsh Computer Society.
21.3 The Third Party shall act as an expert and not as an arbritrator whose decision (including as to costs) shall, except in the case of manifest error, be final and binding upon the Supplier and the Client.
22. GOVERNING LAW AND JURISDICTION
All Contracts incorporaXng these condiXons (and any noncontractual dispute arising in relaXon thereto or otherwise in connecXon therewith) shall be governed by and construed exclusively in accordance with the laws of England and (subject to condiXon 21) the Client agrees to submit to the nonexclusive jurisdicXon of the English courts.
GDPR Statement
The nature of the processing of personal data under this Agreement is as defined in the Data ProtecXon Laws and is for the purpose of providing the Services (the “Purpose”).
“Processing” is defined as: gepng data into a suitable format to be imported into a review tool. This can involve text extracXon, duplicate removal, metadata extracXon, email threading, nearduplicate detecXon.
The duraXon of the processing under this Agreement will be for the term of this Agreement.
The types of Personal Data which may be subject to processing under this Agreement may concern partners, members, employees, consultants, contractors, clients or potenXal clients of Altlaw or officers or staff of such consultants, contractors, clients or potenXal clients. The types of personal data may also include personal data clients, officers, or staff of the Client.
The Data Processor shall abide by all applicable Data ProtecXon Laws in connecXon with the Purpose and will implement appropriate technical and organisaXonal measures to protect against the destrucXon, loss, unavailability, unauthorised access, damage, disclosure or alteraXon of any personal data in the possession or under the control of the Client. The parXes agree that for the purposes of this Agreement the Client shall be the data controller (as defined in the Data ProtecXon Laws) and Altlaw shall be the data processor (as defined in the Data ProtecXon Laws). Where the Client transfers Personal Data (as defined in the Data ProtecXon Laws) then Altlaw shall:
1. follow the Client’s documented instrucXons in relaXon to the processing of Personal Data;
2. ensure the reliability of any personnel who have access to Personal Data and ensure that they have given binding obligaXons of confidenXality;
3. obtain the Client’s prior wriYen consent in order to transfer the Personal Data to any sub-contractors, affiliates, or any other third party and if Altlaw consents, and if the sub-contractor or affiliate is located outside the European Economic Area, to implement internaXonal data transfer measures as set out in the Data ProtecXon Laws;
4. promptly comply with any requests from the Client requiring Altlaw to amend, transfer or delete Personal Data;
5. inform Altlaw without undue delay (and in any event within twenty four hours) of any Personal Data breach (including, but not limited to any unauthorised or unlawful processing, loss of, damage to or destrucXon of the Personal Data) suffered by Altlaw or their RepresentaXves or by any sub-contractors or affiliates to which Personal Data has been transferred and provide all necessary co
6. operaXon and assistance to enable the Client to comply with its obligaXons under the Data ProtecXon Laws;
7. permit, or procure permission for, the Client(subject to reasonable and appropriate confidenXality undertakings), to inspect and audit Altlaws’ data processing acXviXes (and/or those of its agents, sub-contractors, affiliates and third parXes) and comply with all reasonable requests for informaXon or direcXons by the Client to enable the Client to verify and/or procure that Altlaw are in full compliance with their obligaXons under the Data ProtecXon Laws and this Agreement;
8. immediately noXfy the Client if they receive a request from or on behalf of a Data Subject (as defined in the Data ProtecXon Laws) to have access to that person’s Personal Data or to exercise any of their other rights under Data ProtecXon Laws (“Data Related Request”). AddiXonally, Altlaw shall not respond to any Data Related Request without the prior wriYen consent of Altlaw and shall provide Altlaw with full co-operaXon and assistance in relaXon to a Data Related Request;
9. upon terminaXon of the Agreement or earlier if Altlaw requests, return Personal Data and any informaXon provided by Altlaw or delete all Personal Data (at the opXon of Altlaw provided by the Client to Altlaw permanently, safely and securely and provide the Client with confirmaXon that they have done so;
10. ensure that any sub-contractor or affiliates who have access to Personal Data are subject to and contractually bound by at least the same obligaXons as Altlaw under this Agreement and provide to the Client in advance copies of any documentaXon to demonstrate compliance under this paragraph and remain fully liable to the Client for any acts and omissions of any third parXes; and
11. where the laws of the country where Altlaw are established require the Client to transfer the Personal Data to a third country or an internaXonal organisaXon, inform the Client as soon as reasonably possible of that legal requirement unless that law prohibits such communicaXon on important grounds of public interest.
12. Pursuant to ArXcle 28(3)(h) GDPR, the Data Processor is be under an obligaXon to inform the Client if, in its opinion, an instrucXon provided by the Client to Altlaw infringes data protecXon laws.