General Terms

These General Terms apply to all Services provided by Cloudworkz (the Supplier). In addition there are

Service specific terms set out in the Schedule. If there is a conflict between these General Terms and any

Service Specific Terms then the Service Specific Terms will apply.

Interpretation

All terms defined in a Service Agreement shall have the same meaning in these Terms.

In addition the following definitions and rules of interpretation apply in the Contract.

1.1. Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when

banks in London are open for business.

Charges: the charges set out in the Proposal payable by the Customer for the supply of the

Services by the Supplier.

Contract: an agreement for the provision of Services by the Supplier to the Customer

incorporating these Terms and a Proposal.

Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing

and appropriate technical and organisational measures: as defined in the Data Protection

Legislation.

Data Protection Legislation: all applicable data protection and privacy legislation in force

from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and

regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003

(SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time

to time which apply to a party relating to the use of Personal Data (including, without limitation, the

privacy of electronic communications); and the guidance and codes of practice issued by the

Information Commissioner or other relevant regulatory authority and applicable to a party.

Deliverables: all documents, products, reports, analyses, statistics, content and other

materials required to be delivered by Supplier in accordance with the Contract including without

limitation computer programs, data, reports and specifications (including drafts).

Force Majeure Event: has the meaning set out in clause 15.1

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and

neighbouring and related rights, moral rights, trade marks and service marks, business names and

domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or

unfair competition, rights in designs, rights in computer software, database rights, rights to use, and

protect the confidentiality of, confidential information (including know-how and trade secrets) and all

other intellectual property rights, in each case whether registered or unregistered and including all

applications and rights to apply for and be granted, renewals or extensions of, and rights to claim

priority from, such rights and all similar or equivalent rights or forms of protection which subsist or

will subsist now or in the future in any part of the world.

Materials: the content, materials, equipment and tools, drawings, specifications and data

provided to Supplier by Customer from time to time in order for Supplier to perform the Services.

Service Agreement: a description of the services and associated charges and payment

terms, agreed between the Supplier and the Customer to be provided by the Supplier, the timetable

for their performance and other related matters.

Monthly: means each calendar month [starting on the Services Start Date]

Services: the services, as described in the Service Agreement.

Term: the agreed period during which Services shall be provided as stated in each Proposal

and as may be renewed in accordance with these Terms.

Terms: these General Terms and any applicable Service Specific Terms.

Virus: any thing or device (including any software, code, file or program) whose purpose or

possible function is to deliberately disable a computer or network or impair or adversely affect its

performance or prevent or hinder access to any program or data or impair the operation of any

program or the reliability of any data including a computer virus, trojan horse, worm, logic bomb,

back door or similar item

Website: the website or websites at the URLs listed in a Proposal.

1.2. Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.

1.3. A person includes a natural person, corporate or unincorporated body (whether or not having

separate legal personality).

1.4. A reference to a company shall include any company, corporation or other body corporate,

wherever and however incorporated or established.

1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural

shall include the singular.

1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the

other genders.

1.7. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-

enacted from time to time.

1.8. A reference to legislation or a legislative provision shall include all subordinate legislation made

[from time to time under that legislation or legislative provision.

1.9. A reference to writing or written includes email but not fax.

1.10. Any obligation on a party not to do something includes an obligation not to allow that thing to

be done.

1.11. References to clauses and paragraphs are to the clauses and paragraphs in these Terms.

1.12. Any words following the terms including, include, in particular, for example or any similar

expression shall be construed as illustrative and shall not limit the sense of the words, description,

definition, phrase or term preceding those terms.

2 Supply of Services

2.1. The Supplier shall supply the Services in accordance with the Contract as described in the Service

Agreement..

2.2. The Supplier shall provide the Services from the date that the Contract comes into force in

accordance with clause 12.

2.3. The Supplier shall use all reasonable endeavours to meet any performance dates specified in this

Proposal but if no performance dates are so specified the Supplier shall perform the Services withina reasonable time.

2.4. In supplying the Services, the Supplier shall:

2.4.1. perform the Services with the level of care, skill and diligence in accordance with good

practice in the Supplier's industry, profession or trade;

2.4.2. co-operate with the Customer in all matters relating to the Services, and comply with all

reasonable instructions of the Customer;

2.4.3. use personnel who are suitably skilled and experienced to perform tasks assigned to them,

and in sufficient number to ensure that it fulfils its obligations under this Proposal;

2.4.4. ensure that it obtains, and maintains all consents, licences and permissions (statutory,

regulatory, contractual or otherwise) it may require and which are necessary to enable it to

comply with its obligations in this Proposal;

2.4.5. ensure that the Services and Deliverables will conform with all descriptions and

specifications set out or referred to in the Proposal and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer;

2.4.6. ensure that the Deliverables, and all materials, standards and techniques used in providing

the Services are of the best quality and are free from defects in workmanship, installation

and design;

2.4.7. comply with all applicable laws, statutes and regulations; and

2.4.8. [observe all health and safety rules and regulations and any other reasonable security

requirements that apply at any of the Customer's premises.

3 Customer´s Obligations

3.1. The Customer shall:

3.1.1. co-operate with the Supplier in all matters relating to the Services;

3.1.2. provide such access to the Customer's premises and data, and such office accommodation

and other facilities as may reasonably be requested by the Supplier and agreed with the

Customer in writing in advance, for the purposes of the Services;

3.1.3. provide such information as the Supplier may reasonably request and the Customer

considers reasonably necessary, in order to carry out the Services in a timely manner; and

3.1.4. [inform the Supplier of all health and safety rules and regulations and any other reasonable

security requirements that apply at the Customer's premises.]

3.2. If the Supplier's performance of its obligations under a Contract is prevented or delayed by any act

or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier

shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise

directly or indirectly from such prevention or delay.

4 Project Management

Each party shall appoint a project manager who shall:

4.1. provide professional and prompt liaison with the other party; and

4.2. have the necessary expertise and authority to commit the relevant party.

5 Change Control

5.1. If the Customer requests a change to the scope of the Services:

5.1.1. the Supplier shall, within a reasonable time (and in any event not more than five working

days after receipt of the Customer's request), but without further charge to the Customer,

provide a written estimate to the Customer of:

5.1.2. the likely time required to implement the change;

5.1.3. any necessary variations to the Supplier's charges as a result of the change;

5.1.4. the likely effect of the change on the Proposal; and

5.1.5. any other impact of the change on the terms of the Contract;

5.1.6. if the Customer does not wish to proceed, there shall be no change to the Contract; and

5.1.7. if the Customer wishes the Supplier to proceed with the change, the Supplier shall do so

after agreement on the necessary variations to its charges, the Proposal and any other

relevant terms of the Contract to take account of the change.

5.2. If the Supplier requests a change to the scope of the Services, the Customer shall not unreasonably

withhold or delay consent to it. If the Customer wishes the Supplier to proceed with the change, the

Supplier shall do so. Unless the Supplier's request was attributable to the Customer's non-

compliance with the Customer's Obligations, neither the Supplier's charges, the Proposal nor any

other terms of the Contract shall vary as a result of that change.

6 Warranties

6.1. Customer warrants, represents and undertakes that:

6.1.1. any Materials provided to Supplier are owned by Customer; or

6.1.2. it has received the necessary consents or permissions to use the Materials in accordance

with the Contract from the applicable owner(s).

6.2. Supplier warrants, represents and undertakes that:

6.2.1. it shall perform the Services with all reasonable skill and care;

6.2.2. the Deliverables will conform to their description set out in the Contract;

6.2.3. in providing the Services and Deliverables it will not use any techniques or commit any act

or do anything that breaches any applicable laws, regulation or search engine rules;

6.2.4. it will use personnel to provide the Services who are suitably skilled, trained and

experienced;

6.2.5. [it will ensure that the manner in which the Services are performed or provided does not

adversely affect the name, reputation or business of Customer; ]

6.2.6. the Deliverables will, in so far as they do not comprise Materials, be original works of

authorship by Supplier and the use or possession of the Deliverables by Customer will not

be subject or give rise to any claim for infringement of any Intellectual Property Rights of

any third parties;

6.2.7. the Deliverables will be free from all Viruses including but not limited to any codes or

instructions that are used to access, modify, delete or damage any data contained in the

web pages of or other computer programs used by Customer in relation to, the Websites;

6.2.8. it has, prior to the delivery of the Deliverables to Customer, used a comprehensive and up-

to-date Virus checker available to scan the Deliverables; and

6.2.9. it shall only access those areas of the Website that are necessary for the purposes of

performing its obligations under the Contract and it shall not modify (or do anything that

would have the effect of modifying) the content of the Website except for as permitted

herein.

6.3. These terms set out the full extent of the Supplier's obligations and liabilities in respect of the supply

of the Services. All conditions, warranties or other terms concerning the Services which might

otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise)

are hereby expressly excluded

7 Intelectual Property Rights

7.1. The Supplier and its licensors shall retain ownership of all Supplier Materials. The Customer and its

licensors shall retain ownership of all Customer Materials.

7.2. The Supplier grants the Customer (or shall procure the direct grant to the Customer of) a fully paid-

up, worldwide, non-exclusive, royalty-free licence during the Term to copy and modify the Supplier

Materials for the purpose of receiving and using the Services and the Deliverables in its business.

7.3. The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 7.2.

7.4. Upon receipt of payment in cleared funds of all of the Charges due in connection with a Proposal

the Supplier assigns to the Customer, with full title guarantee and free from all third party rights, all

Intellectual Property Rights in the Deliverables, together with the right to sue for and recover

damages or other relief in respect of infringement of such Intellectual Property Rights.

7.5. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable

licence to copy and modify the Deliverables and the Customer Materials for the term of the Contract

for the purpose of providing the Services to the Customer in accordance with these Terms.

7.6. The Supplier shall, promptly at the Customer's request, do (or procure the doing of) all such further

acts and things and execute (or procure the execution of) all such other documents as the

Customer may from time to time require for the purpose of securing for the Customer the full benefit

of the Contract, including all rights, title and interest in and to the Deliverables.

7.7. The Supplier shall obtain waivers of any moral rights in the Deliverables to which any individual is

now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and

Patents Act 1988 or any similar provision in any jurisdiction. Such waivers shall be in favour of the

Customer and its licensees, sub-licensees, assignees and successors in title to the Deliverables.

7.8. The Supplier shall not be in breach of the warranty at clause 6.2.6, and the Customer shall have no

claim under the indemnity at clause 7.10 to the extent the infringement arises from:

7.8.1. any modification of the Deliverables, Supplier Materials or Services, other than by or on

behalf of the Supplier; or

7.8.2. compliance with the Customer's specifications or instructions, where infringement could not

have been avoided while complying with such specifications or instructions and provided

that the Supplier shall notify the Customer if it knows or suspects that compliance with such

specification or instruction may result in infringement.

7.9. The Customer shall indemnify the Supplier against all damages, losses and expenses arising as a

result of any action or claim that the Materials infringe the Intellectual Property Rights of a third

party.

7.10. The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages

and direct losses and all interest, penalties and legal costs (calculated on a full indemnity basis) and

all other reasonable professional costs and expenses) suffered or incurred by the Customer arising

out of or in connection with any claim brought against the Customer for actual or alleged

infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the

receipt, use or supply of the Services and the Deliverables.

7.11. Liability under the indemnity in clause 7.10 is conditional on the Customer discharging the

following obligations. If any third party makes a claim, or notifies an intention to make a claim,

against the Customer which may reasonably be considered likely to give rise to a liability under this

indemnity (IPRs Claim), the Customer shall:

7.11.1. as soon as reasonably practicable, give written notice of the IPRs Claim to the

Supplier, specifying the nature of the IPRs Claim in reasonable detail;

7.11.2. not make any admission of liability, agreement or compromise in relation to the IPRs

Claim without the prior written consent of the Supplier [(such consent not to be

unreasonably conditioned, withheld or delayed), provided that the Customer may settle the

IPRs Claim (after giving prior written notice of the terms of settlement (to the extent legally

possible) to the Supplier, but without obtaining the Supplier's consent) if the Customer

reasonably believes that failure to settle the IPRs Claim would be prejudicial to it in any

material respect;

7.11.3. give the Supplier and its professional advisers access at reasonable times (on

reasonable prior notice) to its premises and its officers, directors, employees, agents,

representatives or advisers, and to any relevant assets, accounts, documents and records

within the power or control of the Customer, so as to enable the Supplier and its

professional advisers to examine them and to take copies (at the Supplier's expense) for

the purpose of assessing the IPRs Claim; and

7.11.4. subject to the Supplier providing security to the Customer's Party to the Customer's

reasonable satisfaction against any claim, liability, costs, expenses, damages or losses

which may be incurred, take such action as the Supplier may reasonably request to avoid,

dispute, compromise or defend the Claim.

8 Data Protection

8.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This

clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights

under the Data Protection Legislation.

8.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is

the Controller and the Supplier is the Processor.

8.3. Without prejudice to the generality of 8.1, the Customer will ensure that it has all necessary

appropriate consents and notices in place to enable lawful transfer of the Personal Data to the

Supplier and/or lawful collection of the Personal Data by the Supplier on behalf of the Customer for

the duration and purposes of any Contract.

8.4. Without prejudice to the generality of 8.1, the Supplier shall, in relation to any Personal Data

processed in connection with the performance by the Supplier of its obligations under any Contract:

8.4.1. process that Personal Data only on the documented written instructions of the Customer

unless the Supplier is required by Data Protection Legislation to otherwise process that

Personal Data. Where the Supplier is relying on Data Protection Legislation as the basis for

processing Personal Data, the Supplier shall promptly notify the Customer of this before

performing the processing required by the Data Protection Legislation unless the Data

Protection Legislation prohibits the Supplier from so notifying the Customer;

8.4.2. ensure that it has in place appropriate technical and organisational measures to protect

against unauthorised or unlawful processing of Personal Data and against accidental loss or

destruction of, or damage to, Personal Data, appropriate to the harm that might result from

the unauthorised or unlawful processing or accidental loss, destruction or damage and the

nature of the data to be protected, having regard to the state of technological development

and the cost of implementing any measures (those measures may include, where

appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality,

integrity, availability and resilience of its systems and services, ensuring that availability of

and access to Personal Data can be restored in a timely manner after an incident, and

regularly assessing and evaluating the effectiveness of the technical and organisational

measures adopted by it);

8.4.3. ensure that all personnel who have access to and/or process Personal Data are obliged to

keep the Personal Data confidential; and

8.4.3.1. the Customer or the Supplier has provided appropriate safeguards in relation to the

transfer;

8.4.3.2. the data subject has enforceable rights and effective legal remedies;

8.4.3.3. the Supplier complies with its obligations under the Data Protection Legislation by

providing an adequate level of protection to any Personal Data that is transferred; and

8.4.3.4. the Supplier complies with reasonable instructions notified to it in advance by the

Customer with respect to the processing of the Personal Data;

8.4.4. assist the Customer, at the Customer's cost, in responding to any request from a Data

Subject and in ensuring compliance with its obligations under the Data Protection

Legislation with respect to security, breach notifications, impact assessments and

consultations with supervisory authorities or regulators;

8.4.5. notify the Customer without undue delay on becoming aware of a Personal Data Breach;

8.4.6. at the written direction of the Customer, delete or return Personal Data and copies thereof

to the Customer on termination of the agreement unless required by Data Protection

Legislation to store the Personal Data; and

8.4.7. maintain complete and accurate records and information to demonstrate its compliance with

this clause 8.

8.5. The Customer consents to the Supplier appointing third-party processors of Personal Data for the

purposes of any Contract. The Supplier confirms that it has entered or (as the case may be) will

enter with the third-party processor into a written agreement incorporating terms which are

substantially similar to those set out in this clause 8 and in either case which the Supplier confirms

reflect and will continue to reflect the requirements of the Data Protection Legislation. As between

the Customer and the Provider, the Supplier shall remain fully liable for all acts or omissions of any

third-party processor appointed by it pursuant to this clause 8.

8.6. Either party may, at any time on not less than 30 (thirty) days’ notice, revise this clause 8 by

replacing it with any applicable controller to processor standard clauses or similar terms adopted

under the Data Protection Legislation or forming part of an applicable certification scheme (which

shall apply when replaced by attachment to this agreement).

9 Charges and Payment

9.1 Charges for Services. You agree to promptly pay on demand all amounts due and payable for each

Service, as specified in the applicable Service Agreement.

9.2 Subscription Charges. Unless otherwise provided in the applicable Service Agreement, (i) the

subscription charge is payable monthly in advance and will remain fixed during the term of the

applicable Subscription Period; and (ii) the subscription charge is non-cancellable during the term of

the Subscription Period and is non-refundable.

9.3 Invoicing and Payment. All amounts invoiced are due and payable immediately in Pounds

Sterling unless otherwise provided in the Service Agreement. You are responsible for providing

complete and accurate billing and contact information to us and for notifying us of any changes to

such information.

9.4 Payment Method. You will pay all fees via credit card, Stripe or by such other payment type

specified in the Service Agreement. If you are making payments via credit card, you authorize us to

use a third party to process payments, and consent to the disclosure of your payment information to

such third party.

9.5 Overdue Charges; Late or Non-Payment. If you do not pay the invoice by the due date, then

without limiting our rights or remedies under the Agreement (a) those overdue charges may accrue

interest at a rate of 2% of the outstanding balance per month, or the maximum rate permitted by law,

whichever is lower, (b) we may suspend or terminate the current Subscription Period and the

provisioning of all aspects of the Services, and/or (c) we may alter your payment terms on future

purchases.

9.6 Payment Dispute. You will notify us immediately if there is any issue with your invoice. We will

not suspend the Services while you are disputing the applicable charges reasonably and in good

faith and are cooperating diligently to resolve the dispute.

9.7 Fee Increase. Our Fees for Services may be increased at any time upon thirty (30) days prior

notice (via email) to you.

9.8 Taxes. Our charges are subject to United Kingdom VAT (Value Added Tax) and we will charge
the applicable VAT rate at the time of invoicing.

10 Non-Solicitation

10.1 The Customer shall not, without the prior written consent of the Supplier, at any time from the date

of the first Proposal to be agreed with the Supplier to the expiry of [6] months after completion of the final

Proposal to be agreed with the Supplier solicit or entice away from the Supplier or employ or attempt to

employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the

Supplier in the provision of the Services.

10.2 Any consent given by the Supplier in accordance with clause 10.1 shall be subject to the Customer

paying to the Supplier a sum equivalent to [20%] of the then current annual remuneration of the

Supplier's employee, consultant or subcontractor.

11 Limitation of Liability

11.1 The restrictions on liability in this clause 2 apply to every liability arising under or in connection with

every Contract including but not limited to liability in contract, tort (including negligence),

misrepresentation, restitution or otherwise.

11.2 Nothing in these Terms shall limit or exclude the Supplier's or the Customer's liability for:

11.2.1 death or personal injury caused by its negligence, or the negligence of its employees, agents

or subcontractors;

11.2.2 fraud or fraudulent misrepresentation; or

11.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title

and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

11.3 Neither party shall have any liability to the other party for any indirect or consequential loss arising

under or in connection with any Contract;

11.4 the Supplier's total liability to the Customer arising under or in connection with the Contract shall be

limited to the total amount of Charges payable under the Proposal giving rise the Claim; and

11.5 the Customer's total liability to the Supplier arising under or in connection with the Contract shall be

limited to [the total amount of Charges payable under the Proposal giving rise the Claim].

12 Termination

12.1 A Contract shall come into force on the date specified in the Service Agreement and shall continue

for the Term and thereafter shall automatically renew for successive periods equal to the Term stated in

the Service Agreement until one party gives the other party not less than the Required Notice in writing.

12.2 Without affecting any other right or remedy available to it, either party may terminate a

Contract with immediate effect by giving written notice to the other party if:

12.2.1 the other party commits a material breach of any term of the Contract and (if such breach

is remediable) fails to remedy that breach within a period of [28] days after being notified in

writing to do so;

12.2.2 the other party repeatedly breaches any of the terms of the Contract in such a manner as

to reasonably justify the opinion that its conduct is inconsistent with it having the intention or

ability to give effect to the terms of the Contract;

12.2.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay

its debts as they fall due or admits inability to pay its debts or (being a company or limited liability

partnership) is deemed unable to pay its debts within the meaning of section 123 of the

Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in

sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

12.2.4 the other party commences negotiations with all or any class of its creditors with a view to

rescheduling any of its debts, or makes a proposal for or enters into any compromise or

arrangement with its creditors [other than (being a company) for the sole purpose of a scheme for

a solvent amalgamation of that other party with one or more other companies or the solvent

reconstruction of that other party];

12.2.5 the other party applies to court for, or obtains, a moratorium under Part A1 of the

Insolvency Act 1986;

12.2.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in

connection with the winding up of the other party (being a company, limited liability partnership or

partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other

party with one or more other companies or the solvent reconstruction of that other party;

12.2.7 an application is made to court, or an order is made, for the appointment of an

administrator, or a notice of intention to appoint an administrator is given or an administrator is

appointed, over the other party (being a company, partnership or limited liability partnership);

12.2.8 the holder of a qualifying floating charge over the assets of that other party (being a

company or limited liability partnership) has become entitled to appoint or has appointed an

administrative receiver;

12.2.9 a person becomes entitled to appoint a receiver over the assets of the other party or a

receiver is appointed over the assets of the other party;

12.2.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a

distress, execution, sequestration or other such process is levied or enforced on or sued against,

the whole or any part of the other party's assets and such attachment or process is not

discharged within [14] days;

12.2.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a

substantial part of its business; or

12.2.12 the other party's financial position deteriorates so far as to reasonably justify the opinion

that its ability to give effect to the terms of this Agreement is in jeopardy.

12.3 Material breach, a breach (including an anticipatory breach) that is serious in the widest sense of

having a serious effect on the benefit which the terminating party would otherwise derive from:a

substantial portion of the relevant Contract; orany of the obligations set out in clauses 7, 8, 9 and 14,

over the term of the Contract. In deciding whether any breach is material no regard shall be had to

whether it occurs by some accident, mishap, mistake or misunderstanding.

13 Consequences of Termination and Expiry

13.1 Termination or expiry of any Contract shall not affect any other Contracts entered into by the parties.

13.2 On termination or expiry of a Contract:

13.2.2 the Supplier shall, if so requested by the Customer, provide all assistance reasonably

required by the Customer to facilitate the smooth transition of the Services to the Customer or

any replacement supplier appointed by it. The Customer shall pay for any such assistance at the

Supplier’s then current rates subject to any maximum amount agreed with the Supplier.

13.2.3 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 this

Proposal which existed at or before the date of termination or expiry shall not be affected; and

13.2.4 any provision of this agreement that expressly or by implication is intended to come into or

continue in force on or after termination or expiry of this agreement shall remain in full force and

effect.

14 Confidentiality

14.1 Each party undertakes that it shall not at any time during the Contract, and for a period of [five]

years after termination or expiry of the Contract, disclose to any person any confidential information

concerning the business, affairs, customers, clients or supplier of the other party or any member of the

group of companies to which the other party belongs, except as permitted by clause 14.2.

14.2 Each party may disclose the other party's confidential information:

14.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know

such information for the purposes of exercising the party's rights or carrying out its obligations under or in

connection with the Contract. Each party shall ensure that its employees, officers, representatives,

contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply

with this clause 14; and

14.2.2 as may be required by law, a court of competent jurisdiction or any governmental or

regulatory authority.

14.3 No party shall use any other party's confidential information for any purpose other than to exercise

its rights and perform its obligations under or in connection with the Contract.

15 Force Majeure

15.1 Force Majeure Event means any circumstance not within a party's reasonable control including,

without limitation:

15.1.1 acts of God, flood, drought, earthquake or other natural disaster;

15.1.2 epidemic or pandemic;

15.1.3 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;

15.1.4 nuclear, chemical or biological contamination or sonic boom;

15.1.5 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;

15.1.6 collapse of buildings, fire, explosion or accident;

15.1.7 any labour or trade dispute, strikes, industrial action or lockouts (other than in each case

by the party seeking to rely on this clause, or companies in the same group as that party);

15.1.8 non-performance by suppliers (other than by companies in the same group as the party

seeking to rely on this clause); and

15.1.9 interruption or failure of utility service.

15.2 Provided it has complied with clause 15.4, 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 a Contract 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.

15.3 The corresponding obligations of the other party will be suspended, and its time for performance of

such obligations extended, to the same extent as those of the Affected Party.

15.4 The Affected Party shall:

15.4.1 as soon as reasonably practicable after the start of the Force Majeure Event, notify the

other party in writing 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

15.4.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the

performance of its obligations.

15.5 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its

obligations for a continuous period of more than 4 weeks, the party not affected by the Force

Majeure Event may terminate this agreement by giving 4 weeks' written notice to the Affected Party.

16 Variation

16.1 No variation of the Contract shall be effective unless it is in writing and signed by the parties

(or their authorised representatives).

17 Waiver

17.1 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and

shall not be deemed a waiver of any subsequent right or remedy.

17.2 A failure or delay by a party to exercise any right or remedy provided under the Contract 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 the Contract or by law shall prevent or restrict the further exercise of that or any other

right or remedy.

18 Rights and Remedies

18.1 Except as expressly provided in the Contract, the rights and remedies provided under the Contract

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

19 Severance

19.1 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.

19.2 If any provision or part-provision of this Agreement is deemed deleted under clause 20.1 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.

20 Entire Agreement

20.1 This framework 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.

20.2 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 the Contract. Each

party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent

misstatement based on any statement in the Contract.

21 Assignment and other dealings 

21.1 Neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or

deal in any other manner with any or all of its rights and obligations under the Contract without the prior

written consent of the other party [(such consent not to be unreasonably withheld or delayed)].

22 No partnership or agency

22.1 Nothing in the Contract 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.

22.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

23 Third party rights

23.1 A Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to

enforce any term of this Agreement.

23.2 The rights or the parties to rescind or vary a Contract are not subject to the consent of any

person.

24 Notices

24.1 Any notice or other communication given to a party under or in connection with any Contract shall

be in writing and shall be:

24.1.1 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); or

24.1.2 sent by email to the address specified in the relevant Proposal.

24.2 Any notice or communication shall be deemed to have been received:

24.2.1 if delivered by hand, at the time the notice is left at the proper address;

24.2.2 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; or

24.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in

the place of receipt, when business hours resume. In this clause 25.2.3, business hours means

9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

24.3 This clause does not apply to the service of any proceedings or other documents in any legal action

or, where applicable, any arbitration or other method of dispute resolution.

25 Governing law

This Contract 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.

26 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 the

Contract or its subject matter or formation.

Schedule 1 – Service Specific Terms

1. 5 – STAR SERVICES

1.1 QR code. A scannable link to Google Reviews.

1.2 Point of sale. A printed QR code poster or counter top display.

1.3 Listings monitoring and management. An online interface with providers of internet business

listings and directories which notifies discrepancies in business information and provides a means

of editing and managing a business profile on the listings and directory services featured within the

interface.

1.4 Reviews monitoring and management. An online interface with providers of internet business

reviews which provides a means of editing and managing a business reviews services featured

within the interface.

1.5 A Star. A dedicated marketing advisor providing user onboarding assistance, monitors service

provision and provides a growth Marketing Plan in monthly instalments.

1.6 Growth marketing plan. A series of monthly reports and recommendations comprising 10 key

business marketing topics and subject areas, culminating in the presentation of a comprehensive

growth marketing plan tailored to the client business.

2. LISTINGS

2.1. Accurate and up-to-date business information across top search engines, directories, and apps.

2.2. Verify and claim business listings to establish ownership and improve online visibility.

2.3. Monitors business listings on select platforms and provides alerts for any discrepancies or changes.

3. REVIEWS

3.1. Distribute accurate business information to an extensive network of search engines, directories, and

apps.

3.2. Optimise business listings with keywords, categories, and enhanced content to improve search

visibility.