2023 TERMS AND CONDITIONS
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.
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.
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
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
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
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
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
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.
6.1. 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
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
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
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
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
126.96.36.199. the Customer or the Supplier has provided appropriate safeguards in relation to the
188.8.131.52. the data subject has enforceable rights and effective legal remedies;
184.108.40.206. 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
220.127.116.11. 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
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
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.
10.1 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  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
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].
12.1 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  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
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  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
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
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,
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
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.
16.1 No variation of the Contract shall be effective unless it is in writing and signed by the parties
(or their authorised representatives).
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.
19.1 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
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
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.
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
- 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
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.
2.1. 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.
3.1. Distribute accurate business information to an extensive network of search engines, directories, and
3.2. Optimise business listings with keywords, categories, and enhanced content to improve search