This supplied document is preserved for review. It contains legacy wording and unresolved provisions; it is not a newly approved policy.
BACKGROUND:
These Terms and Conditions are the standard terms for the provision of services by Reputation Shield, an online reputation company. Reputation Shield Ltd is registered in England under 14985187 at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ.
DEFINITIONS:
Reputation Shield Trademarks and Copyrights: Our trademark, Reputation Shield, may not be used in any way for any purpose without the express written permission of Reputation Shield, a brand of Reputation Shield Ltd.
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
Business Day: means any day other than a Saturday, Sunday, or bank holiday;
Calendar Day: means any day of the year;
Contract: means the contract for the provision of Services, as explained in Clause 2;
Deposit: means an advance payment made to Us under sub-Clause 4.5;
Month: means a calendar month;
Price: means the price payable for the Services;
Services: means the services to be provided by Us, as specified in your Order (and confirmed in Our Order Confirmation);
Special Price: means a special offer price for Services offered from time to time;
Order: means your order for the Services [as attached] OR [as shown overleaf];
Order Confirmation: means Our acceptance and confirmation of your Order as described in Clause 2;
We/Us/Our: means Reputation Shield Ltd, a company registered in England under 14985187 at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ, and includes all employees and agents of Reputation Shield.
1.2 Each reference in these Terms and Conditions to “writing” and any similar expression includes electronic communications, whether sent by e-mail, [text message,] fax, or other means.
2. The Contract
2.1 These Terms and Conditions govern the sale and provision of Services by Us and will form the basis of the Contract between Us and you. Before submitting an Order, please ensure that you have read these Terms and Conditions carefully. If you are unsure about any part of these Terms and Conditions, please ask Us for clarification.
2.2 Nothing provided by us, including but not limited to sales and marketing literature, price lists, and other documents, constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, at our discretion, accept.
2.3 A legally binding contract between Us and you will be created upon our acceptance of your order with no guarantee for success unless offered, indicated by Our Order Confirmation. Order Confirmations will be provided in writing.
2.4 We shall ensure that the following information is given or made available to you before the formation of the Contract between Us and you:
The main characteristics of the Services;
Our identity (set out above in sub-Clause 1.1) and contact details (as set out below in Clause 10);
The total Price for the Services including taxes or, if the nature of the Services is such that the Price cannot be calculated in advance, how it will be calculated;
The arrangements for payment, performance, and the time by which (or within which) We undertake to perform the Services;
Our Complaints Handling Policy;
Where applicable, details of after-sales services;
The duration of the Contract, where applicable, or if the contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the Contract;
[Where applicable, the functionality, including appropriate technical protection measures, of digital content;]
[Where applicable, any relevant compatibility of digital content with hardware and software that We are aware of or might reasonably be expected to be aware of.]
3. Orders
3.1 All Orders for Services made by you will be subject to these Terms and Conditions.
3.2 You may change your Order at any time before We begin providing the Services by contacting Us. [Requests to change Orders must be made in writing.]
3.3 If your Order is changed, We will inform you of any change to the Price in writing.
3.4 You may cancel your Order within 1 day of placing it unless the negative content on the page has already been removed. If you have already made any payments to Us under Clause 4 (including, but not limited to, the Deposit), the payment(s) will be refunded to you within 2 weeks. [If you request that your Order be canceled, you must confirm this in writing.] If you wish to cancel the Services after this period, or once We have begun providing the Services, please refer to Clause 9.
3.5 We may cancel your Order at any time before We begin providing the Services in the following circumstances:
The required personnel and/or required materials necessary for the provision of the Services are not available;
An event outside of Our control continues for more than 2 weeks (please see Clause 8 for events outside of Our control).
3.6 If We cancel your Order before We begin providing the Services under sub-Clause 3.5 and you have already made any payments to Us under Clause 4 (including, but not limited to, the Deposit), the payment(s) will be refunded to you within 2 weeks. If We cancel your Order, the cancellation will be confirmed by Us in writing.
4. Price and Payment
4.1 The Price of the Services will be that shown on our website in place at the time of your Order. If the Price shown in your Order differs from Our current Price, We will inform you upon receipt of your Order.
4.2 Our Prices may change at any time, but these changes will not affect Orders that We have already accepted.
4.3 We will issue a full refund within 14 working days for any services Reputation Shield has failed to provide.
4.4 Before We begin providing the Services, you will be required to pay a Deposit of 100% of the total Price for the Services. The due date for payment of your Deposit will be included in the Order Confirmation.
4.5 In certain circumstances, if your order is canceled, your Deposit will be refunded in full. The amount due will be calculated based on the Price for the Services and the amount of work (if any) already undertaken by Us. Please refer to sub-Clause 3.4 if you cancel your Order, to sub-Clauses 3.5 and 3.6 if We cancel your Order, or to Clause 9 if the Services are canceled after they have begun.
4.6 The balance of the Price will be payable in [advance] during the provision of the Services].
4.7 We accept the following methods of payment:
4.7.1 In the event that a client fails to pay for whatever reason considering we have not taken the payment upfront, we have the right to either 1. Legally pursue, 2. Reverse all links removed, including ones that have been already paid for as a means of recouping costs.
4.7.2 Stripe Card Payments;
4.7.3 Bank Transfer, Visa, Master;
5. Providing the Services
5.1 We will begin providing the Services on the date specified in your Order (and confirmed in Our Order Confirmation).
5.2 We will continue providing the Services for [a period] of 7 days.
5.3 We will make every reasonable effort to complete the Services on time (and by your Order). We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please see Clause 8 for events outside of Our control.
5.4 If We require any information from you to provide the Services, We will inform you of this as soon as is reasonably possible. Depending upon the exact nature of the Services you require from Us, We may require information such as information about your company.
5.5 If the information you provide under sub-Clause 5.4 is delayed, incomplete, or otherwise incorrect, We will not be responsible for any delay caused as a result. If additional work is required from Us to correct or compensate for a mistake made as a result of incomplete or otherwise incorrect information that you have provided, We may charge you a reasonable additional sum for that work.
5.6 In certain circumstances, for example, where there is a delay in you sending Us information required under sub-Clause 5.4, We may suspend the Services (and will inform you of that suspension in writing).
5.7 In certain circumstances, for example, where We encounter a technical problem, We may need to suspend the Services to resolve the issue. Unless the issue is an emergency and requires immediate attention, We will inform you in advance in writing before suspending the Services.
5.8 If the Services are suspended under sub-Clauses 5.6 or 5.7, you will not be required to pay for them during the period of suspension. You must, however, pay any invoices that you have already received from Us by their due date(s).
5.9 If you do not pay Us for the Services as required by Clause 4, We may suspend the Services until you have paid all outstanding sums due. If this happens, We will inform you in writing. This does not affect Our right to charge you interest under sub-Clause 4.10.
6. Problems with the Services
6.1 We always use reasonable efforts to ensure that Our provision of the Services is trouble-free. If, however, there is a problem with the Services, we request that you inform Us as soon as is reasonably possible [(you do not need to contact Us in writing)].
6.2 We will use reasonable efforts to remedy problems with the Services as quickly as is reasonably possible and practical. [In emergency situations, such as those where vulnerable people living in your property may be affected, We will use reasonable efforts to remedy problems within 24 hours.]
6.3 We will not charge you for remedying problems under this Clause 6 where the problems have been caused by Us, any of our agents or employees or sub-contractors or where nobody is at fault. If We determine that a problem has been caused by incorrect or incomplete information provided by you, sub-Clause 5.5 will apply and We may charge you for remedial work.
6.4 As a consumer, you have certain legal rights with respect to the purchase of services. We are, for example, required to provide the Services with reasonable care and skill, although there is no guarantee for success unless offered. You also have remedies if we use materials that are faulty or incorrectly described. More information on your rights as a consumer can be obtained from your local Citizens Advice Bureau or from the Office of Fair Trading.
7. Our Liability
7.1 We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms and Conditions or as a result of Our negligence. Loss or damage is foreseeable if it is an obvious consequence of Our breach or negligence or if it is contemplated by you and Us when the Contract is created. We will not be responsible for any loss or damage that is not foreseeable.
7.2 We provide Services for domestic and private use (or purposes). We make no warranty or representation that the Services are fit for commercial, business, or industrial purposes of any kind (including resale). By making your Order, you agree that you will not use the Services for such purposes. We will not be liable to you for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.
7.3 [If We are providing Services in your property and We cause any damage, We will make good that damage at no additional cost to you. We are not responsible for any pre-existing faults or damage in or to your property that We may discover while providing the Services.]
7.4 Nothing in these Terms and Conditions seeks to exclude or limit Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents, or sub-contractors); or for fraud or fraudulent misrepresentation.
7.5 Furthermore, nothing in these Terms and Conditions seeks to exclude or limit Our liability for the following with respect to your rights as a consumer:
7.5.1 Breach of your right to title and quiet possession as implied by section 2 of the Supply of Goods and Services Act 1982;
7.5.2 Breach of terms relating to description, satisfactory quality, fitness for purpose and samples as implied by sections 3, 4, and 5 of the Supply of Goods and Services Act 1982; and
7.5.3 Our liability relating to defective products as set out in the Consumer Protection Act 1987.
8. Events Outside of Our Control (Force Majeure)
8.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Our control.
8.2 If any event described under this Clause 8 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:
8.2.1 We will inform you as soon as is reasonably possible;
8.2.2 Our obligations under these Terms and Conditions will be suspended and any time limits that We are bound by will be extended accordingly;
8.2.3 We will inform you when the event outside of Our control is over and provide details of any new dates, times, or availability of Services as necessary;
8.2.4 If the event outside of Our control continues for more than 2 weeks, We will cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible;
8.2.5 If an event outside of Our control occurs and you wish to cancel the Contract, you may do so in accordance with your right to Cancel under sub-Clause 9.3.3.
9. Cancellation
9.1 If you wish to cancel Services before commencement, use sub-Clause 3.4.
9.2 After initiating Services, cancel anytime with a 1-month written notice. If payment was made for unprovided Services, a refund will be issued [within 2 weeks]. If Services were rendered but not yet paid for, deduct the due sums from the refund or, if no refund is applicable, issue an invoice for the outstanding amounts under Clause 4.
9.3 You may cancel immediately if:
9.3.1 We breach the Contract in any material way and fail to remedy it within 1 week of your written notice; or
9.3.2 We enter liquidation, or an administrator or receiver is appointed over our assets; or
9.3.3 We can’t provide the Services due to an event beyond our control (as under sub-Clause 8.2.5); or
9.3.4 We change these Terms and Conditions to your material disadvantage.
9.4 We reserve the right to cancel your Order for the Services before commencement under sub-Clause 3.5.
9.5 After initiating Services, We may cancel with a 1-day notice. If payment was made for unprovided Services, refunds will be issued [within 2 weeks]. If Services were provided but not yet paid for, deduct the due sums from any applicable refund or, if no refund is applicable, issue an invoice for the outstanding amounts under Clause 4.
9.6 We may cancel Services immediately if:
9.6.1 You fail to make a payment on time as required under Clause 4 (excluding our right to charge interest on overdue sums under sub-Clause 4.10); or
9.6.2 You materially breach the Contract and fail to remedy it within 2 weeks of our written notice; or
9.6.3 We are unable to provide the Services due to an event beyond our control (for a period longer than that in sub-Clause 8.2.4).
9.7 For this Clause 9, a breach of the Contract is considered ‘material’ if it is not minimal or trivial. In deciding materiality, no regard will be given to whether it resulted from any accident, mishap, mistake, or misunderstanding.
10. Communication and Contact Details
10.1 For questions or complaints, contact us by telephone at [website telephone number] or by email at [contact@reputationshield.co.uk].
10.2 In certain circumstances, contact us in writing (e.g., when canceling an Order or exercising your right to cancel Services). When contacting us in writing, use the following methods:
10.2.1 Email us at [contact@reputationshield.co.uk].
10.2.2 Send pre-paid post to Reputation Shield, 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ.
11. How We Use Your Personal Information (Data Protection)
11.1 All personal information collected will adhere to the Data Protection Act 1998 and your rights under that Act.
11.2 We may use your personal information to:
11.2.1 Provide our Services to you.
11.2.2 Process your payment for the Services.
11.2.3 Inform you of new products and services available from us. You may request that we stop sending you this information at any time.
11.2.4 In certain circumstances (e.g., if you wish to pay for the Services on credit), and with your consent, we may pass your personal information on to credit reference agencies. These agencies are also bound by the Data Protection Act 1998 and should use and hold your personal information accordingly.
11.2.5 We will not pass on your personal information to any other third parties without first obtaining your express permission.
12. Other Important Terms
12.1 We may transfer Our obligations and rights under these Terms and Conditions (and under the Contract) to a third party. If this occurs, you will be informed in writing. Your rights under these Terms and Conditions will not be affected, and Our obligations under these Terms and Conditions will be transferred to the third party, who will remain bound by them.
12.2 You may not transfer your obligations and rights under these Terms and Conditions (and under the Contract) without Our express written permission.
12.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way, and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
12.4 If any provisions of these Terms and Conditions are found to be unlawful, invalid, or otherwise unenforceable by any court or other authority, that/those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder shall be valid and enforceable.
12.5 No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.
13. Governing Law and Jurisdiction
13.1 These Terms and Conditions (and the Contract) shall be governed by the laws of England and Wales.
13.2 Any dispute between Us and you relating to these Terms and Conditions (or the Contract) shall fall within the non-exclusive jurisdiction of the courts of England and Wales.
STANDARD SERVICE TERMS AND CONDITIONS (B2C)
STANDARD SERVICE TERMS AND CONDITIONS (B2B)
BACKGROUND:
Reputation Shield, a brand owned by Reputation Shield Ltd (the “Service Provider”), provides online reputation management services to business clients. The Service Provider has reasonable skill, knowledge, and experience in that field. These Terms and Conditions shall apply to the provision of services by the Service Provider to its clients.
Reputation Shield Trademarks and Copyrights:
Our trademark, Reputation Shield, may not be used in any way for any purpose without the express written permission of Reputation Shield, a brand of Reputation Shield Ltd.
1. Definitions and Interpretation:
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Agreement” means the agreement entered into by the Service Provider and the Client incorporating these Terms and Conditions (or a variation thereof agreed upon by both Parties), governing the provision of the Services;
“Business Day” means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London, England;
“Client” means the party procuring the Services from the Service Provider identified in the Agreement;
“Commencement Date” means the date on which the provision of the Services will commence, as defined in the Agreement;
“Confidential Information” means, in relation to either Party, information disclosed by that Party pursuant to or in connection with the Agreement (whether orally, in writing, or any other medium), whether or not expressly stated to be confidential;
“Fees” means any and all sums due under the Agreement from the Client to the Service Provider, as specified in the Agreement;
“Services” means the services to be provided by the Service Provider to the Client in accordance with Clause 2 of the Agreement, as fully defined in the Agreement, and subject to the terms and conditions of the Agreement; and
“Term” means the term of the Agreement as defined therein.
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “writing,” and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
1.2.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Agreement, as appropriate; and
1.2.5 a “Party” or the “Parties” refer to the parties to the Agreement.
1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include the other gender.
1.6 References to persons shall include corporations.
2. Provision of the Services:
2.1 With effect from the Commencement Date, the Service Provider shall, throughout the Term of the Agreement, provide the Services to the Client.
2.2 The Service Provider shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the reputation management sector in the United Kingdom.
2.3 The Service Provider shall act in accordance with all reasonable instructions given by the Client, provided such instructions are compatible with the specification of Services provided in the Agreement.
2.4 The Service Provider shall ensure compliance with all statutes, regulations, byelaws, standards, codes of conduct, and any other rules relevant to the provision of the Services.
2.5 The Service Provider may, in relation to certain specified matters related to the Services, act on the Client’s behalf. Such matters shall not be set out in the Agreement but shall be agreed between the Parties as they arise.
2.6 The Service Provider shall use all reasonable endeavors to accommodate any reasonable changes in the Services requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees due as a result of such changes.
3. Client’s Obligations:
3.1 The Client shall use all reasonable endeavors to provide all pertinent information necessary for the Service Provider’s provision of the Services.
3.2 The Client may issue reasonable instructions to the Service Provider from time to time regarding the provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the Agreement.
3.3 If the Service Provider requires decisions, approval, consent, or any other communication from the Client to continue with the provision of the Services, the Client shall provide the same in a reasonable and timely manner.
3.4 If consents, licenses, or other permissions are needed from third parties, such as landlords, planning authorities, local authorities, or similar, it is the Client’s responsibility to obtain them in advance of the provision of the Services.
3.5 If the Services require access to the Client’s home or any other location controlled by the Client, the Client shall ensure that the Service Provider has access at agreed-upon times.
3.6 Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any provisions of Clause 3 of the Agreement shall not be the responsibility or fault of the Service Provider.
4. Fees, Payment, and Records:
4.1 The Client shall pay the Fees to the Service Provider in accordance with the provisions of the Agreement.
4.2 The Service Provider shall invoice the Client for Fees due as per the provisions of the Agreement.
4.3 All payments required under the Agreement by either Party shall be made within 7 Business Days of receipt of the relevant invoice.
4.4 Payments shall be made in GBP Pound Sterling in cleared funds to such a bank in London as the receiving Party may nominate, without any set-off, withholding, or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.
4.5 If any payment is required on a day that is not a Business Day, it may be made on the next following Business Day.
4.6 Any sums unpaid following the expiry of the period set out in sub-Clause 4.3 shall incur interest on a daily basis at 5% above the base rate of the Bank of England until payment is made in full.
4.7 Each Party shall:
4.7.1 Keep, or procure that there are kept, records and books of account necessary to enable the calculation of sums payable under the Agreement; 4.7.2, at the reasonable request of the other Party, allow that Party or its agent to inspect those records and books of account and, to the extent that they relate to the calculation of those sums, to take copies of them;
5. Liability, Indemnity, and Insurance:
5.1 The Service Provider shall maintain suitable and valid insurance at all times, including public liability insurance.
5.2 In case of the Service Provider failing to perform the Services with reasonable care and skill, it shall carry out any necessary remedial action at no additional cost to the Client.
5.3 The Service Provider’s total liability for any loss or damage caused by negligence or breach of the Agreement shall be limited to the sum defined therein.
5.4 The Service Provider shall not be liable for any loss or damage suffered by the Client resulting from the Client’s failure to follow any instructions given by the Service Provider.
5.5 Nothing in these Terms and Conditions nor the Agreement shall limit or exclude the Service Provider’s liability for death or personal injury.
5.6 Subject to sub-Clause 5.3, the Service Provider shall indemnify the Client against any costs, liability, damages, loss, claims, or proceedings arising from the Service Provider’s breach of the Agreement.
5.7 The Client shall indemnify the Service Provider against any costs, liability, damages, loss, claims, or proceedings arising from loss or damage to any equipment caused by the Client or its agents or employees.
5.8 Neither Party shall be liable to the other or deemed in breach of the Agreement due to any delay or failure to perform obligations if such delay or failure is beyond reasonable control.
6. Guarantee:
6.1 The Service Provider guarantees that the product of all Services provided will be free from any defects for a period defined in the Agreement.
6.2 If defects appear during the guarantee period, the Service Provider shall rectify them at no cost to the Client.
7. Confidentiality:
7.1 Each Party undertakes that, except as provided in sub-Clause 7.2 or as authorized in writing by the other Party:
7.1.1 Keep confidential all Confidential Information; 7.1.2 Not disclose any Confidential Information to any other party; 7.1.3 Not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement; 7.1.4 Not make any copies of, record in any way, or part with possession of any Confidential Information; and 7.1.5 Ensure that none of its directors, officers, employees, agents, sub-contractors, or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 7.1.1 to 7.1.4.
7.2 Either Party may:
7.2.1 Disclose Confidential Information to:
7.2.1.1 Any sub-contractor or supplier of that Party;
7.2.1.2 Any governmental or other authority or regulatory body; or
7.2.1.3 Any employee or officer of that Party or of any of the aforementioned persons, parties, or bodies; to the extent necessary for the purposes contemplated by the Agreement or as required by law. The Party shall inform the person, party, or body that the Confidential Information is confidential and obtain a written confidentiality undertaking to keep the information confidential and use it only for the specified purposes; 7.2.2 Use Confidential Information to the extent that it is public knowledge through no fault of that Party.
7.3 The provisions of Clause 7 shall continue in force as per their terms, notwithstanding the termination of the Agreement for any reason.
8. Force Majeure:
8.1 No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, or any other event beyond the control of the Party in question.
8.2 In the event that a Party cannot perform obligations due to force majeure for a continuous period defined in the Agreement, the other Party may at its discretion terminate the Agreement by written notice at the end of that period. In such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the termination date, considering any prior contractual commitments entered into in reliance on the performance of the Agreement.
9. Term and Termination:
9.1 The Agreement shall come into force on the agreed Commencement Date and shall continue for a defined Term from that date, subject to the provisions of Clause 9 of the Agreement.
9.2 Either Party shall have the right, subject to the agreement and consent of the other Party, to extend the Agreement for a further period of 1 month by giving not less than 1 month written notice prior to the expiry of the Term specified in sub-Clause 9.1 (or any further extended period).
9.3 Either Party may terminate the Agreement by giving not less than 1 month written notice, to expire on or at any time after the minimum term of the Agreement (defined in the Agreement).
9.4 Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
9.4.1 Any sum owing is not paid within 7 Business Days of the due date; 9.4.2 The other Party commits any other breach and fails to remedy it within 14 Business Days after written notice; 9.4.3 An encumbrancer takes possession, or a receiver is appointed, of any property or assets; 9.4.4 The other Party makes any voluntary arrangement with creditors or becomes subject to an administration order (within the meaning of the Insolvency Act 1986); 9.4.5 The other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation; 9.4.6 Anything analogous under the law of any jurisdiction occurs in relation to the other Party; 9.4.7 The other Party ceases or threatens to cease to carry on business; or 9.4.8 Control of the other Party is acquired by any person not having control on the date of the Agreement.
9.5 For the purposes of sub-Clause 9.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
9.6 The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party for any breach, and termination shall not affect any right to damages or other remedy for any breach existing at or before termination.
10. Effects of Termination:
Upon termination of the Agreement for any reason:
10.1 Any sum owing shall become immediately due and payable; 10.2 All Clauses relating to the period after termination shall remain in full force; 10.3 Termination shall not affect any right to damages or other remedy for any breach existing at or before termination; 10.4 Subject to Clause 10, neither Party shall be under further obligation; and 10.5 Each Party shall cease to use any Confidential Information and shall return any documents containing Confidential Information.
11. No Waiver:
No failure or delay by either Party in exercising any rights under the Agreement shall be deemed a waiver, and no waiver of a breach shall be deemed a waiver of any subsequent breach.
12. Further Assurance:
Each Party shall execute and do all deeds, documents, and things necessary to carry the provisions of the Agreement into full force and effect.
13. Costs:
Each Party shall pay its own costs of and incidental to the negotiation, preparation, execution, and carrying into effect of the Agreement.
14. Set-Off:
Neither Party shall be entitled to set-off any sums from payments due in respect of any claim under the Agreement or any other agreement at any time.
5. Assignment and Sub-Contracting:
15.1 Subject to sub-Clause 15.2, the Agreement shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by a floating charge), sub-license, or otherwise delegate any of its rights, or sub-contract any of its obligations without the written consent of the other Party, such consent not to be unreasonably withheld.
15.2 The Service Provider shall be entitled to perform any obligations through any other member of its group or through suitably qualified sub-contractors. Any act or omission of such other member or sub-contractor shall be deemed an act or omission of the Service Provider.
16. Time:
16.1 All times and dates referred to in the Agreement shall be of the essence.
17. Relationship of the Parties:
Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency, or other fiduciary relationship between the Parties, other than the contractual relationship expressly provided for in the Agreement.
18. Non-Solicitation:
18.1 Neither Party shall employ or contract services of any person employed or engaged by the other Party during the Term of the Agreement and for a defined period after its termination or expiry, without the express written consent of that Party.
18.2 Neither Party shall solicit or entice away any customer or client of the other Party during the Term of the Agreement and for a defined period after its termination or expiry, where such solicitation or enticement would cause damage to the business of that Party, without the express written consent of that Party.
19. Third-Party Rights:
19.1 No part of the Agreement shall confer rights on any third parties, and the Contracts (Rights of Third Parties) Act 1999 shall not apply.
19.2 Subject to Clause 19, the Agreement shall continue to be binding on the transferee, successors, and assigns of either Party.
20. Notices:
20.1 All notices under the Agreement shall be in writing and deemed duly given if signed by a duly authorized officer.
20.2 Notices shall be deemed duly given:
20.2.1 When delivered by courier or messenger during normal business hours; 20.2.2 When transmitted by facsimile or e-mail, with a successful transmission report or return receipt generated; 20.2.3 On the fifth business day following mailing by national ordinary mail, postage prepaid; 20.2.4 On the tenth business day following mailing by airmail, postage prepaid.
21. Entire Agreement:
21.1 The Agreement contains the entire agreement between the Parties and may not be modified except by an instrument in writing signed by the duly authorized representatives of the Parties.
21.2 Each Party acknowledges that, in entering into the Agreement, it does not rely on any representation, warranty, or provision except as expressly provided in the Agreement, and all implied conditions, warranties, or other terms are excluded to the fullest extent permitted by law.
22. Counterparts:
The Agreement may be entered into in any number of counterparts, each of which when executed and delivered shall constitute an original, but all counterparts together shall constitute one and the same instrument.
23. Severance:
If one or more provisions of the Agreement or these Terms and Conditions are found to be unlawful, invalid, or unenforceable, such provision(s) shall be deemed severed from the remainder, and the rest shall be valid and enforceable.
24. Dispute Resolution:
24.1 The Parties shall attempt to resolve disputes through negotiations and, if necessary, through an agreed Alternative Dispute Resolution (ADR) procedure.
24.2 If ADR does not resolve the matter within 28 days, or if either Party will not participate, the dispute may be referred to arbitration.
24.3 The seat of arbitration shall be England and Wales, governed by the Arbitration Act 1996. If the Parties cannot agree on arbitrators, application may be made to the Chartered Institute of Arbitrators.
24.4 Nothing in Clause 24 shall prohibit either Party from applying to a court for interim injunctive relief.
24.5 The decision of the final dispute resolution shall be final and binding on both Parties.
25. Law and Jurisdiction:
25.1 The Agreement and these Terms and Conditions shall be governed by, and construed in accordance with, the laws of England and Wales.
25.2 Any dispute between the Parties shall fall within the jurisdiction of the courts of England and Wales, except as provided in Clause 24.