• 1. Obligations on termination and survival
  • On termination or expiry of this agreement:
  • the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt; and,
  • the Customer shall, within a reasonable time, return all of the Supplier's Equipment. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of the Supplier's Equipment. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping.
  • On termination or expiry of this agreement, the following clauses shall continue in force: clause 1 (Interpretation), clause 5 (Non-solicitation), clause 8 (Intellectual property rights), clause 11 (Confidentiality), clause 12 (Limitation of liability), clause 14 (Consequences of termination), clause 19 (Waiver), clause 21 (Severance), clause 23 (Conflict), clause 28 (Multi-tiered dispute resolution procedure), clause 29 (Governing law) and clause 30 (Jurisdiction).
  • Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
  • If following expiry or termination (as the case may be) of this agreement (by either party) the Customer wishes to obtain a Transfer Code then the Customer shall be obliged to pay to the Supplier the Transfer Code Fee before the Supplier is obliged to provide the Transfer Code to the Customer.
  • 2. Force majeure
  • Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:
  • acts of God, flood, drought, earthquake or other natural disaster;
  • epidemic or pandemic;
  • terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
  • nuclear, chemical or biological contamination or sonic boom;
  • any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
  • collapse of buildings, fire, explosion or accident; and
  • any labour or trade dispute, strikes, industrial action or lockouts;
  • non-performance by suppliers or subcontractors; and
  • interruption or failure of utility service.
  • Provided it has complied with clause 3, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
  • The Affected Party shall:
  • as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing (including for these purposes, by email) of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
  • use its reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
  • If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 60 days, the party not affected by the Force Majeure Event may terminate this agreement by giving 4 weeks' written notice to the Affected Party.
  • 3. Offensive content
  • The Supplier reserves the right to remove from any of its platforms (including any server or website which it owns, operates or controls) any content (in any format) which it deems (in its sole discretion) to be inappropriate, offensive or derogatory.
  • 4. Assignment and other dealings
  • This agreement is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
  • The Supplier may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement.
  • 5. Variation

Subject to clause 6 (Change control), no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

  • 1. Waiver
  • A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
  • A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
  • 2. Rights and remedies

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

  • 1. Severance
  • o If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
  • If any provision or part-provision of this agreement is deemed deleted under clause 1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
  • 2. Entire agreement
  • This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  • Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
  • 3. Conflict

If there is an inconsistency between any of the provisions of this agreement and the provisions of the Schedules, the provisions of this agreement shall prevail.

  • 1. No partnership or agency
  • Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
  • Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  • 2. Third party rights
  • This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
  • The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.
  • 3. Notices
  • Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case)
  • Any notice or communication shall be deemed to have been received:
  • if delivered by hand, at the time the notice is left at the proper address; or,
  • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am] on the second] Business Day after posting.
  • This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  • A notice given under this agreement is not valid if sent by email or fax.
  • 4. Counterparts
  • This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
  • No counterpart shall be effective until each party has executed and delivered at least one counterpart.
  • 5. Multi-tiered dispute resolution procedure
  • If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then except as expressly provided in this agreement, the parties shall follow the procedure set out in this clause:
  • either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Supplier’s Representative and the Customer’s Representative shall attempt in good faith to resolve the Dispute (Initial Meeting); and,
  • if the parties at the Initial Meeting are for any reason unable to resolve the Dispute, the Dispute shall be referred to a director of the Customer (if the Customer is a registered company) or a senior executive (if the Customer is not a registered company) and a director of the Supplier who shall attempt in good faith to resolve it.
  • No party may exercise its rights under clause 1(a) or clause 13.1(b) without first complying with the provisions of clause 28.1.
  • No party may commence any court proceedings under clause 30 (Jurisdiction) in relation to the whole or part of the Dispute until the procedure contained in clause 1 has been followed and has completed save where such delay would put either party outside of any applicable limitation period for bringing proceedings in connection with the Dispute or any part of it.
  • 6. Governing law

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

  • 1. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

This agreement has been entered into on the date stated at the beginning of it.

  • Services Details
Part 1
  1. Set up the Customer’s platform on the Supplier’s development server.
  2. Facilitate developments tasks.
  3. Perform routine maintenance on servers provided directly by the Supplier to the Customer.
  4. Execute essential back-ups.
  5. Implement vital site upgrades.
  6. Fixing glitches or bugs in the Customer’s website.
  7. Resolving compatibility issues in the Customer’s website
Part 2
  1. Development projects.
  2. New feature implementation.
  3. Significant or material customisations.
  4. New developments.
  5. Maintaining or supporting external servers.
  6. Hosting servers.
  7. Server rollbacks.
  8. Social media management.
  9. Online marketing.
  10. Directory listing.
  11. The investigation of:
    • External platforms;
    • Plug-ins;
    • Applicable Programme Interfaces
    • Code-based applications.
  12. The creation of any documentation including Word and PDF documents.
  13. Rectifying any breach or compromise of any server which the Supplier does not host.
  14. Mitigating any breach or compromise of any server which the Supplier does not host.
  • Charges, costs and payment
  1. The Customer shall pay the Onboarding Fee on the Commencement Date.
  2. The Customer shall pay the Fee in 12 equal instalments with the first instalment being paid on the Commencement Date and each subsequent instalment payable on the same date in each subsequent month (or if a subsequent month does not have the same number of days as the Commencement Date month in which this agreement is entered into, the last Business Day of the subsequent month in question).
  3. The Customer shall pay the Onboarding Fee and each Fee instalment using the MGC GoCardless payment plan.