1    Definitions and interpretation
1.1    In these Conditions the following definitions apply:
Applicable Law means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;
Assumptions means the assumptions, express or implied, made by the Supplier when entering into the contract as evidenced on the Order Form, any additional terms agreed between the parties in writing by the authorised representatives of the parties or within these Conditions.
Bribery Laws means the Bribery Act 2010 and all Applicable Law in connection with bribery or anti-corruption;
Business Day means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;
Charges means the monies payable by the Customer to Supplier under these Conditions as set out in Clause 3 or such other charges or fees as agreed between by the authorised representatives of the parties from time to time;

Conditions means the Supplier’s terms and conditions of supply set out in this document;
Confidential Information means any commercial, financial or technical information, information relating to the Services, plans, , know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;
Contract means the agreement between the Supplier and the Customer for the supply and purchase of Services incorporating these Conditions and the details in the Order Form and including all their respective schedules, attachments, annexures and statements of work;
Controller shall have the meaning given to it in applicable Data Protection Laws from time to time
CPI Rate means the “CPI Percentage change over 12 months: monthly rate” announced by the Office for National Statistics in the February preceding a CPI Change;
Customer means the named party in the Contract which has agreed to purchase the Services from the Supplier and whose details are set out in the Order;
Customer Environment the Customer’s computing environment (consisting of hardware, software and telecommunications networks) that is to be used by the Customer in connection with its use of the Services and which interfaces with the Supplier’s System in order for the Customer to receive the Services but excluding the Customer’s equipment.
Data Protection Laws means, as binding on either party or the Services:
(a)    the GDPR;
(b)    the Data Protection Act 2018;
(c)    any laws which implement or supplement any such laws; and
(d)    any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
Data Protection Supervisory Authority means any regulator, authority or body responsible for administering Data Protection Laws.
Data Subject shall have the meaning given to it in applicable Data Protection Laws from time to time.
End User Licence means that separate licence from a third-party provider of the End User Licence Software,
End User Software means any software, the licence terms of which are governed by a separate agreement with the licensor of such software, typically by means of a “click wrap” or “shrink wrap” licence agreement;
Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake, epidemic or pandemic or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, forced ceasing of working due to government legislation or rule, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;
GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);
Intellectual Property Rights    means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:
(a)    whether registered or not;
(b)    including any applications to protect or register such rights;
(c)    including all renewals and extensions of such rights or applications;
(d)    whether vested, contingent or future;
(e)    to which the relevant party is or may be entitled, and
(f)    in whichever part of the world existing;
Location means, where not remote, the address or addresses for performance of the Services as set out in the Order Form or such other address or addresses as notified by the Supplier to the Customer at least 30 Business Days prior to the Services being supplied;
Minimum Term means the initial period of the Contract (if any) as specified in the Order Form;
Order means the order for the Services from the Supplier placed by the Customer in most instances on or in reference to the Order Form;
Order Form this means the transactional document on which all the details of the Order are set out and may be a Sales Order, a Statement of Work or an Order acknowledgement from the Supplier.
Personal Data shall have the meaning given to it in applicable Data Protection Laws from time to time;
Personal Data Breach shall have the meaning given to it in applicable Data Protection Laws from time to time;
processing    has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);
Processor shall have the meaning given to it in applicable Data Protection Laws from time to time;
Protected Data means Personal Data received from or on behalf of the Customer in connection with the performance of the Supplier’s obligations under the Contract;
Services means the integration services and/or consultancy services as set out in Order Form and to be performed by the Supplier for the Customer in accordance with the Contract and any other such services as agreed in writing by the authorised representatives of the parties from time to time ;
Software means any software, excluding End User Software, supplied to the Customer by Supplier under this Conditions and includes all other software identified in this Agreement as “Software”;
Sub-Processor means any agent, sub-contractor or other third party (excluding its employees) engaged by the Supplier for carrying out any processing activities on behalf of the Customer in respect of the Protected Data;
Supplier means In Line Tech Ltd a company incorporated and registered in England and Wales with company number 14695531 whose registered address is at  and whose registered office is at Darland House, 44 Winnington Hill, Northwich, Cheshire, England, CW8 1AU
VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.
1.2     In these Conditions, unless the context requires otherwise:
1.2.1    a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
1.2.2    any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;
1.2.3    a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
1.2.4    a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.5    a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.6    a reference to a gender includes each other gender;
1.2.7    words in the singular include the plural and vice versa;
1.2.8    any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.9    a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
1.2.10    without prejudice to the provisions of clause 14, a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract; 
1.2.11    without prejudice to the provisions of clause 14, a reference to legislation includes all subordinate legislation made as made from time to time under that legislation; and
1.2.12    a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2    Application of these Conditions
2.1    These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
2.2    No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
2.3    Each Order by the Customer to the Supplier shall be an offer to purchase Services subject to the Contract including these Conditions.
2.4    If the Supplier is unable to accept an Order, it shall notify the Customer in writing as soon as reasonably practicable.
2.5    The offer constituted by an Order shall remain in effect and be capable of being accepted by the Supplier for 30 Business Days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn.
2.6    The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:
2.6.1    the Supplier’s written acceptance of the Order; or
2.6.2    the Supplier performing the Services or notifying the Customer that they are ready to be performed (as the case may be).
2.7    Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
2.8    The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Customer.
2.9    No Order which has been acknowledged by the Supplier may be cancelled by the Customer, except with the agreement in writing of the Supplier and provided that the Customer indemnifies the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation.
2.10    Each Contract shall commence on the date stated in the Order or, if none, on the date of acknowledgement by the Supplier or if none on date of initial supply of the Services, and continue, subject to the Minimum Term (if any), until the last remaining Service under this Contract is terminated in accordance with these Conditions.
2.11    Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.
2.12    Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
2.13    The Supplier's employees, contractors and agents are not authorised to make any representations or contractually binding statements concerning the Services. In entering into this Contract, the Customer confirms that they do not enter into the Contract on the basis of any representations which are not confirmed in writing.
2.14    Any advice or recommendation given by the Supplier or its employees, contractors or agents to the Customer or their employees, contractors or agents as to how to install, store, apply or operate the Services which have not been evidenced in writing is followed entirely at the Customer’s risk and the Supplier shall not be liable for any such advice or recommendation unless or until it is confirmed in writing.
2.15    The Customer acknowledges that should the Assumptions not be correct this may adversely affect the ability of the Supplier to perform the Services and provide the goods (if any), including but not limited to timescales for delivery of the goods (if any) and performance of the Services and the Customer confirms that the Supplier shall have no liability in respect of any delay or damage caused materially by an error in or change to the Assumptions.
2.16    The Customer understands that where the Services are purely consultancy services then even if the consultancy services suggest that the Customer signs up directly to the End User Software that any liability, rights or responsibility under the End User Licence shall be solely between the Customer and the provider of the End User Software under the End User Licence and the Supplier is not a party to this agreement nor responsible for any ongoing availability or performance or any other contractual or tortious liability relating to this Software and its use.

3    Charges
3.1    The Charges for Services are detailed in the Order or as otherwise agreed between the by the authorised representatives of the parties in writing from time to time.
3.2    The Customer shall pay the Charges for:
a) each Service provided by the Supplier (whether or not the Service is used by the Customer);
b) any other products or services agreed between the parties from time to time,
in accordance with this clause 3.
3.3    The Charges are exclusive of:
3.3.1    VAT and the Customer shall pay VAT charges to the Supplier on receipt of a valid VAT invoice.
3.3.2    the costs of the End User Licence for the cloud services or any externally provided services unless specifically specified in the Order that the Supplier is providing these Services bundled together for the Customer.
3.4    The Supplier reserves the right, by giving notice to the Customer at any time before delivery, to make reasonable increases to the Charges to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (such as any foreign exchange fluctuation, currency regulation, alteration of duties significant increase in the costs of labour, material or other costs of manufacture), an adverse survey report, any change in delivery dates, quantities or specifications for the Services which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
3.5    The Supplier will use reasonable endeavours to provide the Services subject to technical and commercial feasibility, and subject to a survey and quotation.
3.6    On 1st January each year the Supplier may increase or decrease Charges by the CPI Rate (an “CPI Change”). Supplier will notify the Customer or publish the relevant CPI Rate on the Supplier website.
3.7    The Services are to be provided remotely unless explicitly stated otherwise on the Order. The Supplier shall be entitled to charge a reasonable charge for any site visits requested by the Customer outside those specified on the Order.

4    Payment
4.1    The Supplier shall invoice the Customer for the Services, partially or in full, at any time following acceptance of the Order, subject to any specific requirements in the payment details set out in the Order.
4.2    The Customer shall pay all invoices:
4.2.1    in full without deduction or set-off, in cleared funds within 14 days of the date of each invoice; and
4.2.2    to the bank account nominated by the Supplier.
4.3    Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
4.3.1    the Supplier may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of Barclays Bank from time to time in force, and
4.3.2    interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment; and
4.3.3    suspend the provision of the relevant Service(s) with as much prior notice as the Supplier considers to be reasonably practicable, until such time as all payments due including all interest accrued has been paid and satisfied in full.

5    Credit limit
The Supplier may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.

6    Supplier Performance
6.1    In consideration of the Customer paying the Charges and fulfilling all of its commitments as set out in these Conditions, the Supplier shall supply the Services as applicable in accordance with the terms of these Conditions.
6.2    The Services shall be performed by the Supplier remotely unless otherwise agreed in writing. 
6.3    The Services shall be deemed performed on completion of the performance of the Services as specified in the Order.
6.4    Time of performance of the Services is not of the essence. The Supplier shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are indicative only.
6.5    The Supplier does not guarantee that the Services (or any services provided by third parties but suggested to the Customer by the Supplier) will be continuously available and/or fault-free. The Customer acknowledges that faults may occur from time to time and agrees that the Supplier shall have no liability for services suggested but not supplied by Supplier and the Customer shall avail itself of the assistance of the third-party supplier under the End User Licence for that service.  Where the Service is supplied through the Supplier the Supplier shall make reasonable endeavours to assist the Customer in fixing any error or failure in accordance with clause 8.4.
6.6    The Supplier shall be entitled to change the way it provides a Service, provided that any change to the way it provides such Service does not materially impact the ability of the Supplier to provide the Service to the Customer.
6.7    The Supplier may, without prejudice to its other rights hereunder, suspend or terminate a Service if a Supplier supplier suspends, terminates or let’s expire the provision of services to the Supplier which the Supplier requires to provide such Service and for which the Supplier is unable to find a replacement supplier, having used its reasonable endeavours. The Supplier will provide as much notice as is reasonably possible.
6.8    The Supplier shall not be liable for any delay in, or failure of performance caused by:
6.8.1    the Customer’s failure to comply with the Conditions including but not limited to Customer obligations in Clause 7 below;
6.8.2    the Customer’s failure to prepare any Location or the Customer Environment for supply of the services in accordance with the Supplier’s instructions;
6.8.3    the Customer’s failure to provide the Supplier with adequate instructions for performance;
6.8.4    Force Majeure.

7    Customer Obligations
The Customer shall, and shall procure that any of its users,:
7.1    comply with any reasonable instructions from the Supplier and with any health and safety, security, use of any supplied cloud service and fair usage policies as may be implemented and/or amended from time to time relating to the use of the Services;
7.2    not use the Services in a manner which:
(a)    damages the reputation of the Supplier or the Supplier’s suppliers,
(b)    is inconsistent with a reasonable customer’s good faith use of the Services and/or adversely affects the provision of the Services to other customers; 
(c)    not use the Services fraudulently or in connection with a criminal offence; 
(d)    not use the Services in a way that contravenes any third party’s rights or any licence, code of practice, instructions or guidelines issued by a relevant regulatory authority;
(e)    hold and will continue to hold any licences, consents and/or notifications required under any applicable legislation, regulation and/or administrative order to receive and use the Services and/or Equipment; 
(f)    notify the Supplier of any methods of doing business which may affect the Customer’s use of the Services or the Customer’s ability to comply with the terms of this Agreement; 
(g)    comply with all Applicable Law and regulatory provisions.
7.3    are procuring the Services solely for its/their own use and that it will not re-sell or otherwise act as any form of distributor in respect to the Services without the prior written consent of the Supplier.
7.4    provide the Supplier with any and all information and/or assistance that the Supplier may require in order to perform the Services. The Customer shall ensure the information is complete and accurate. The Customer shall reimburse Supplier for any administrative charges and costs that it incurs as a result of information that it receives in accordance with this clause  that is incomplete or inaccurate or where those costs result from the Customer’s delay or failure to perform its obligations hereunder. The Customer shall notify Supplier immediately (and confirm in writing) on becoming aware that any person is making improper or illegal use of the Services.
7.5    acknowledge that some of the Services enable access to the Internet and that use of the internet is solely at the Customer’s risk and subject to all Applicable Law. The Supplier has no responsibility for any information, software, services, goods or other materials obtained by the Customer using the Internet.
7.6    there is a risk that other users may attempt to access the Services through hacking or similar fraudulent use. The Customer acknowledges this risk as inherent to the nature of the Services and agrees to take full responsibility for maintaining adequate security precautions to restrict access to the Services, or through the Services, to the Customer’s facilities, equipment ,hardware, software, systems, computers, servers, IP addresses, and telephone numbers, to prevent hacking, theft, tampering and/or unauthorised access and prevent the fraudulent, unauthorised, illegal or improper use of the Services, equipment and systems and of the services, equipment and systems of third-parties.
7.7    The Customer agrees to maintain and use secure passwords and secure locations and agrees to safeguard any passwords and change them regularly and in addition, the Customer is responsible for establishing and maintaining such security measures to protect against hacking and other similar fraud or all other methods of hacking by external third-parties except in relation to any obligations expressly accepted by the Supplier and stated in writing in the Agreement documentation. The Customer agrees to pay any cost (and any applicable taxes and governmental surcharges) incurred from the use of the Services (including usage charges) even if these result from the fraudulent, unauthorised, illegal or improper use of the Services by third parties except where this is solely due to the negligence of the Supplier. The Customer agrees to pay any claims, costs, damages, liabilities and expenses incurred by the Supplier as a result of its failure to establish and maintain adequate security measures to protect against the fraudulent, unauthorised, illegal or improper use of the Services except where exclusively due to the negligence of the Supplier.
7.8    The Customer agrees to notify the Supplier immediately if it becomes aware at any time that Services are being stolen or fraudulently used giving a detailed description of the circumstances of the theft or unauthorised use, including documentation (e.g., a copy of a police report). The Customer will be responsible for all charges and liabilities incurred in relation to this use (including usage charges).
7.9    Notwithstanding the above the Supplier will use reasonable endeavours to notify the Customer of fraudulent activity using the most expedient means available however we can offer no guarantee or contractual obligation in relation to the detection of fraud.
7.10    In the event that the Customer postpones or in any way delays a fault visit, delivery and/or installation date and the Supplier has to re-schedule such fault visit, delivery and/or installation, the Supplier reserves the right to charge the Customer for any additional expenses thereby incurred.

8    Warranty
8.1    The Supplier warrants that, at the time of performance, the Services shall:
8.1.1    conform in all material respects to their description;
8.1.2    be free from material defects;
8.1.3    be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13; and
8.1.4    in the case of media on which the results of the Services are supplied, be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
8.2    The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer’s business and needs.
8.3    The Customer warrants to Supplier that it will take all reasonable steps (including testing with up to date commercially available virus detection software) to ensure that any software used with or in connection with the Services that is not provided by the Supplier under this Agreement is not infected by viruses and/or logic bombs, worms, trojan horses and any other types of disruptive, destructive or nuisance programs;
8.4    As the Customer’s sole and exclusive remedy, the Supplier shall, at its option, remedy, re-perform or refund the Services that do not comply with clause 8.1, provided that:
8.4.1    the Customer serves a written notice on the Supplier not later than five Business Days from performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from performance in the case of latent defects; and
8.4.2    such notice specifies that some or all of the Services do not comply with clause 8.1 and identifies in sufficient detail the nature and extent of the defects; and
8.4.3    the Customer gives the Supplier a reasonable opportunity to examine the claim of the defective Services.
8.5    The provisions of these Conditions shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.
8.6    Except as set out in this clause 8:
8.6.1    the Supplier gives no warranties and makes no representations in relation to the Services; and
8.6.2    shall have no liability for their failure to comply with the warranty in clause 8.1,
and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

9    Software licence
9.1    If the Supplier refers to an End User Licence in the Order the Charges include the Services includes the End User Licence fee for the Customer's right to use the End User Software subject to the terms of the End User Licence. Where the Services purely consist of Consultancy Services the Customer may independently sign up to the End User Licence directly with the provider of the that service as part of these terms the Customer agrees to comply with those End User Terms.
9.2    The Customer will comply at all times with the terms of the End User Licence provided under clause 9.3 or where none in accordance with the terms of 9.4 below.
9.3    If the Customer is provided with any software licence in respect of the Software, the Customer shall sign and return it to the Supplier within seven days of installation of the software, unless the licence has been supplied on a "shrink-wrap" or "click-wrap" basis.
9.4    If no software licence has been provided to the Customer, the Customer hereby accepts a non-exclusive, non-transferable end user licence to use the software on the following conditions:
9.4.1    the Customer shall not copy (except to the extent permissible under Applicable Law or for normal operation of the Goods), reproduce, translate, adapt, vary or modify the software, nor communicate it to any third party, without Supplier's prior written consent;
9.4.2    Unless otherwise agreed the Customer shall not use the Software on any goods other than the Goods, and shall not remove, adapt or otherwise tamper with any copyright notice, legend or logo which appears in or on the Software on the medium on which it resides;
9.4.3    such licence shall be terminable by the Supplier on 28 days' written notice, provided that the Supplier terminates only if the continued use or possession of the Software by the Customer infringes the developer's or a third party's rights, or the Supplier is compelled to do so by law.
9.4.4    If the Customer has failed to comply with any term of this clause 9 the Supplier shall be entitled to end this end user licence on notice; and 
9.4.5    on or before the expiry of this licence, the Customer shall return to the Supplier all copies of the Software in its possession.

10    Anti-bribery
10.1    For the purposes of this clause 10 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
10.2    Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
10.2.1    all of that party’s personnel;
10.2.2    all others associated with that party; and
10.2.3    all of that party’s sub-contractors;
involved in performing the Contract so comply.
10.3    Without limitation to clause 10.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
10.4    The Customer shall immediately notify the Supplier as soon as it becomes aware of a breach by the Customer of any of the requirements in this clause 10.
10.5    Any breach of this clause 10 by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle the Supplier to immediately terminate the Contract by notice under clause 16.1.1.

11    Limitation of liability
11.1    The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.
11.2    Subject to clauses 11.5 and 11.6, the Supplier’s total liability shall not exceed the sum of twice the amount paid in Services in the relevant calendar year when the liability arose.
11.3    Subject to clauses 11.5 and 11.6, the Supplier shall not be liable for consequential, indirect or special losses.
11.4    Subject to clauses 11.5 and 11.6, the Supplier shall not be liable for any of the following (whether direct or indirect):
11.4.1    loss of profit;
11.4.2    loss of revenue;
11.4.3    loss or corruption of data;
11.4.4    loss or corruption of software or systems;
11.4.5    loss or damage to equipment;
11.4.6    loss of use;
11.4.7    loss of production;
11.4.8    loss of contract;
11.4.9    loss of commercial opportunity;
11.4.10    loss of savings, discount or rebate (whether actual or anticipated); 
11.4.11    harm to reputation or loss of goodwill; and/or
11.4.12    wasted expenditure.
11.5    The limitations of liability set out in clauses 11.2 to 11.4 shall not apply in respect of any indemnities given by the Customer under the Contract.
11.6    Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
11.6.1    death or personal injury caused by negligence;
11.6.2    fraud or fraudulent misrepresentation;
11.6.3    any other losses which cannot be excluded or limited by Applicable Law;
11.6.4    any losses caused by wilful misconduct.
11.7    The Customer understands and accepts that the Supplier has no control over and no liability whatsoever in respect of any viruses, malware or other damage to the Customer Environment and that it is the Customer’s responsibility to ensure that the have an adequate backup of their data and that the Supplier has no responsibility for loss of data of whatever nature or from whatever cause.
11.8    The Customer accepts that where the Supplier provides a bundled or managed service that the Service as well as being conducted under these Conditions are limited to any remedies that the Supplier is able to obtain under their contract with the third party supplier.

12    Intellectual property
12.1    All intellectual property rights in the Software associated documents and all parts thereof will be and remain vested in and be the absolute property of the owner of the copyright in the Software or associated documents as appropriate, which owner shall be entitled to enforce any of the terms of these Conditions relating to the Customer’s use of that Software or associated documents and all parts thereof, directly against the Customer.
12.2    Unless otherwise specified in this Agreement, all intellectual property developed in the provision of any Service will vest in the Supplier or its licensors. The Supplier may use know-how acquired, principles learned or developed, or experience gained during the performance of any Service, to perform work for other customers.
12.3    All information or materials exchanged between the Supplier and the Customer in connection with the Conditions, together with the copyright therein, will remain the property of the Supplier, the Supplier’s suppliers or the Customer as applicable and will be returned to the owning party on termination of the Agreement, if requested by such party.
12.4    The Supplier grants to the Customer a non-exclusive, non-transferable royalty free licence for the term of this Agreement (in whole or in relation to a particular Service(s)) to use any information or materials provided by the Supplier to the Customer under this Agreement to the extent necessary for the Customer to receive the benefit of the Service(s). The Customer must not copy, reproduce, distribute, alter, adapt, translate, develop, decompile, license, sub-license, reverse engineer or resell any such information or materials (or any part thereof), unless expressly permitted to do so by the Supplier or relevant law.
12.5    In the event that the Customer is subject to a claim by a Third Party in respect of any alleged infringement of any trademark, patent, registered design or copyright arising from its normal use or possession of the Equipment, Software, information or materials provided by the Supplier then the Supplier will indemnify the Customer in relation to sums awarded or paid in settlement for such claim provided that the Customer promptly notifies the Supplier of such claim, makes no admission in respect of such claim, the Customer seeks to mitigate the loss where it can do so without unreasonable inconvenience or cost, allows the Supplier or its licensor to conduct all negotiations and proceedings (providing the Supplier or its licensor with all reasonable assistance) and allows the Supplier at the Supplier’s own discretion and expense to modify or replace the Equipment, Software, information or materials so as to avoid any continuing infringement. This indemnity does not apply to any such infringements caused by the Customer’s own breach of the terms of this Agreement or the operation or use of the Equipment, Software, information or materials in conjunction with other equipment and software or Services not supplied by the Supplier pursuant to this Agreement in which event the Customer shall indemnify the Supplier in respect of any claims, proceedings and expenses arising from any such infringement by the Customer.
12.6    The Customer will not be entitled to and agrees not to:
12.6.1    use in the course of trade or otherwise in relation to any goods or services of the Customer any registered or unregistered trademark, logotype or abbreviation of the name of the Supplier (or any of its suppliers) or any part thereof so that any person might reasonably import a connection between those goods or services and the Supplier (or any of its suppliers) or any part thereof;
12.6.2    register or attempt to register as a trademark any of the Services or their component parts.
12.6.3    The Customer further agrees not to infringe any copyright or registered or unregistered trademark rights belonging to any third party supplier of the Supplier.

13    Confidential Information
13.1    The Customer shall keep confidential all Confidential Information of the Supplier and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
13.1.1    any information which was in the public domain at the date of the Contract;
13.1.2    any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
13.1.3    any information which is independently developed by the Customer without using information supplied by the Supplier; or
13.1.4    any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract
except that the provisions of clauses 13.1.1 to 13.1.3 shall not apply to information to which clause 13.4 relates.
13.2    This clause shall remain in force for a period of five years from the date of the Contract and, if longer, three years after termination of the Contract.
13.3    The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
13.4    To the extent any Confidential Information is Protected Data (as defined in clause 14) such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any of the provisions of clause 14.1.

14    Processing of personal data
14.1    The parties agree that the Customer is a Controller, and that the Supplier is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to the Supplier in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with all Data Protection Laws. Nothing in the Contract relieves the Customer of any responsibilities or liabilities under any Data Protection Laws.
14.2    The Supplier shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.
14.3    The Customer shall indemnify and keep indemnified the Supplier against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Customer of its obligations under this clause 14.
14.4    The parties agree: 
14.4.1    the Supplier shall only process the Protected Data in accordance with the schedule and the Contract (including when making any transfer to which clause 14.10 relates), except to the extent: 
(a)    that alternative processing instructions are agreed between the parties in writing; or
(b)    otherwise required by Applicable Law (and shall inform the Customer of that legal requirement before processing, unless Applicable Law prevents it doing so on important grounds of public interest); and
14.4.2    without prejudice to clause 14.1, if the Supplier believes that any instruction received by it from the Customer is likely to infringe the Data Protection Laws it shallbe entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing
14.4.3    they shall implement and maintain the reasonable technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
14.5    The Supplier shall:
14.5.1    not permit any processing of Protected Data by any Sub-Processor without the prior specific written authorisation of the Customer; 
14.5.2    prior to any Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint such Sub-Processor under a written contract containing materially the same obligations as under this clause 14 (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by the Supplier and ensure such Sub-Processor complies with all such obligations;
14.5.3    remain fully liable to the Customer under the Contract for all the acts and omissions of each Sub-Processor as if they were its own; and
14.5.4    ensure that all natural persons authorised by the Supplier or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.
14.6    The Customer authorises the appointment of the Sub-Processors stated on the Sub-processor list (a copy of which is available on request from the Supplier).
14.7    The Customer shall reply to any communication from the Supplier requesting any further prior specific authorisation of a Sub-Processor pursuant to clause 14.6.1 promptly and in any event within 10 Business Days of request from time to time. The Customer shall not unreasonably withhold, delay or condition any such authorisation.
14.8    The Supplier shall (at the Customer’s cost):
14.8.1    assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the processing and the information available to the Supplier; and
14.8.2    taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
14.9    The Supplier shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to any country or territory outside the United Kingdom or to any International Organisation without the prior written authorisation of the Customer.
14.10    The Supplier shall at the Customer’s cost and expense refer to the Customer all requests it receives for exercising any Data Subjects’ rights under Chapter III of the GDPR which relate to any Protected Data. It shall be the Customer’s responsibility to reply to all such requests as required by Applicable Law.
14.11    The Supplier shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate the Supplier’s compliance with the obligations placed on it under this clause 14 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 14.12).
14.12    On the end of the provision of the Services relating to the processing of Protected Data, at the Customer’s cost and the Customer’s option, the Supplier shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any Applicable Law requires the Supplier to store such Protected Data. This clause 13 shall survive termination or expiry of the Contract.

15    Force majeure
Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. 

16    Termination
16.1    The Supplier may terminate the at any time by giving notice in writing to the Customer if:
16.1.1    the Customer commits a material breach of Contract and such breach is not remediable;
16.1.2    the Customer commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach;
16.1.3    the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Supplier has given notification that the payment is overdue; or
16.1.4    any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
16.1.5    for any reason the Supplier has their permission to supply third party services withdrawn and cannot following making reasonable endeavours replace these Services with another third party supplier.
16.2    The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
16.2.1    stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
16.2.2    is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case; 
16.2.3    becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
16.2.4    becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;
16.2.5    becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
16.2.6    becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
16.2.7    has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
16.2.8    has a resolution passed for its winding up;
16.2.9    has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
16.2.10    suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
16.2.11    is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 7 days of that procedure being commenced;
16.2.12    has a freezing order made against it;
16.2.13    is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items; .
16.2.14    is subject to any events or circumstances analogous to those in clauses 16.2.1 to 16.2.13 in any jurisdiction; 
16.3    If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 16, it shall immediately notify the Supplier in writing.
16.4    Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.

17    Notices
17.1    Any notice given by a party under these Conditions shall:
17.1.1    be in writing and in English;
17.1.2    be signed by, or on behalf of, the party giving it (except for notices sent by email); and
17.1.3    be sent to the relevant party at the address set out in the Contract
17.2    Notices may be given, and are deemed received:
17.2.1    by hand: on receipt of a signature at the time of delivery;
17.2.2    by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
17.2.3    by email on receipt of a read receipt email from the correct address.
17.3    Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 17.1 and shall be effective:
17.3.1    on the date specified in the notice as being the date of such change; or
17.3.2    if no date is so specified, 3 Business Days after the notice is deemed to be received.
17.4    All references to time are to the local time at the place of deemed receipt.
17.5    This clause does not apply to notices given in legal proceedings or arbitration.

18    Cumulative remedies
The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.

19    Further assurance
The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

20    Entire agreement
20.1    The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
20.2    Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
20.3    Nothing in these Conditions purports to limit or exclude any liability for fraud.

21    Variation
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

22    Assignment
The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent.

23    Set off
23.1    The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract.
23.2    The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

24    No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

25    Equitable relief
The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

26    Severance
26.1    If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
26.2    If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

27    Waiver
27.1    No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
27.2    No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
28    Compliance with law
The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

29    Conflicts within contract
If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the order of precedence shall be as follows first:
a)    the Order Form;
b)    these Conditions;
c)    any schedule to these Conditions
d)    any annex to these Conditions

30    Costs and expenses
The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

31    Third party rights
A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

32    Dispute resolution
32.1    Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 32.
32.2    The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
32.3    The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:
32.3.1    Within 5 Business Days of service of the notice, the contract managers of each of the parties shall meet to discuss the dispute and attempt to resolve it.
32.3.2    If the dispute has not been resolved within 5Business Days of the first meeting of the contract managers, then the matter shall be referred to the chief executives (or persons of equivalent seniority) of each of the parties. The chief executives (or equivalent) shall meet within 5 Business Days to discuss the dispute and attempt to resolve it.
32.4    Until the parties have completed the steps referred to in clause 32.3, and have failed to resolve the dispute, neither party shall commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts.

33    Governing law
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

34    Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

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THE SCHEDULE 

Part A 
Data processing details:
Processing of the Protected Data by the Supplier under the Contract shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Part B of the schedule.
1    Subject-matter of processing:
For the purposes of performing Services for the Customer under the Contract.
2    Duration of the processing:
The Processing shall continue for the duration of the provision of any Services under these Conditions.
3    Nature and purpose of the processing:
To perform the Services as set out in these Conditions and/or the applicable Contracts and as further instructed by Customer/
4    Type of Personal Data:
Names, telephone numbers, email addresses, addresses of the Data Subjects set out below and any other Personal Data provided to the Seller or generated by the Supplier in the performance of these Conditions and/or the applicable Contracts, including without limitation the provision or delivery (as applicable) of the Services.
5    Categories of Data Subjects:
Employees, agents, contractors, advisers of Customer, the relevant Data Client and/or the relevant Data Controller, Customers, end-customers, re-sellers (who are natural persons) of Customer, the relevant Data Client and/or the relevant Data Controller; Users of the Services.