Version 1.0 · Effective 13 November 2026 · MADX Digital Ltd (Company No. 13507130)
Each Order Form states the version that applies to it. Previous versions remain available on request.
These terms apply to every MADX engagement with a client and form a binding agreement when the Client signs an Order Form that references them.
MADX Digital Ltd (“Company”) is engaged in the business of providing search engine optimisation (SEO), analytics, content writing, backlinking, and marketing services.
The Company has agreed to provide the Services (as defined below) to the Client and the Client has agreed to receive the Services in accordance with the terms and conditions and any Order Forms agreed between the parties during the Term.
By signing an Order Form that references this agreement, the Client agrees to be bound by this agreement and that Order Form (together, the “agreement”).
The parties, Start Date, End Date (or Minimum Term), Fees and Payment Terms for each engagement are set out in the Order Form signed by the Client. For retainers, unless the Order Form says otherwise, the first month’s Fees are invoiced in advance on the Start Date and the Fees for later months are invoiced monthly in arrears.
Capitalised words and phrases used in these terms and conditions have the meaning given:
(a) to that word or phrase in the Order Form;
(b) by the word immediately preceding any bolded and bracketed word(s) or phrase(s); or
(c) in the definitions in clause 21 of this agreement.
Unless otherwise expressly agreed in writing, in the event of any inconsistency between these terms and conditions and an Order Form, these terms and conditions will prevail to the extent of such inconsistency, except where the Order Form expressly states that a provision overrides this agreement (for example under “Special Terms”).
(a) This agreement will start on the Start Date in clause 1, and continue in effect until the End Date (“Term”), unless earlier terminated in accordance with clause 16, or extended in accordance with clause 3(b).
(b) The parties may agree to extend this agreement by mutual agreement, including by conduct that indicates an intention to extend the Term.
(c) If any Services are supplied after the expiry of the Term without the parties having entered into a replacement agreement or otherwise having expressly agreed in writing that this agreement will not apply, the terms of this agreement will continue to apply for those Services.
(d) The duration of any Order Form is indicated by the dates set out in the Order Form.
(a) The parties may agree to Order Forms during the Term.
(b) If the Client requests services from the Company during the Term, and the Company agrees to provide those services, then the Company will issue an Order Form to the Client in respect of those services.
(c) The Client will be taken to have accepted an Order Form if the Client:
(i) signs the Order Form; or
(ii) informs or otherwise indicates to the Company that the Client wishes for the Company to proceed with the performing the services set out in the Order Form.
(d) Nothing in this agreement requires:
(i) the Company to perform services before it decides to issue an Order Form and that Order Form has been accepted; or
(ii) the Client to request services from the Company during the Term.
(a) These terms and conditions will apply to all Order Forms agreed between the parties.
(b) An Order Form will not limit or otherwise affect any other current Order Forms between the parties.
(a) The Client must pay a ‘change in scope fee’, in an amount reasonably determined by the Company (“Change Fee”), for changes to Services requested by the Client which alter the scope set out in an agreed Order Form, and require the Company to perform additional work or incur additional costs (“Changes”).
(b) Unless otherwise agreed in writing, the Company may, at its discretion, extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.
(c) The Company will only be required to perform Changes, if:
(i) The Company agrees in writing to perform the Changes;
(ii) The Client confirms in writing that they wish for the Company to proceed with the Changes and the relevant Change Fee; and
(iii) The Client pays the Change Fee, in accordance with clause 9.1 as if it was a Fee.
(a) In relation to any Service which include the Company incorporating the Client’s feedback (as set out in the Order Form), the following provisions of this clause 4.4 will apply.
(b) If the Company provides such Services to the Client for review, the Client agrees to provide this review within the Feedback Timeline set out in the Order Form for the Service (“Feedback Timeline”).
(c) Before the end of the Feedback Timeline, the Client will review the relevant Service, and send any feedback or requested amendments to the Company, in one email (“Feedback”).
(d) After receiving Feedback, the Company will use its best efforts to incorporate the Feedback into the relevant Service, and provide an updated version of the Service to the Client.
(e) The Company will only provide the number of rounds of Feedback set out in the Order Form (“Rounds of Feedback”). Any feedback request in addition to the Rounds of Feedback is not included in the Service and will constitute a Change in accordance with clause 4.3.
(f) If the Rounds of Feedback in an Order Form refer to ‘major’ or ‘minor’ changes, what constitutes a major or minor change will be determined by the Company, in its sole discretion.
(g) If:
(i) the Company receives a notice from the Client indicating that a Service has been accepted;
(ii) the Company does not receive any Feedback in respect of a Service within the Feedback Timeline; or
(iii) the Client has provided all the Rounds of Feedback included for a particular Service,
then that Service will be taken to have been accepted by the Client (“Accepted”).
(h) The Client shall not be entitled to further complimentary revisions once a Service is Accepted.
The Company will provide the Client with the services set out in an Order Form, Accepted in accordance with clause 4 (“Services”).
The Company will use its best efforts to provide the Services to the Client in accordance with:
(a) any applicable Laws, rules or regulations; and
(b) any applicable industry standards.
(a) The parties may agree on schedules for Services and/or deliverables, including estimated dates of completion, deadlines or schedules (“Timelines”).
(b) The Company will use its best efforts to meet Timelines, however these are subject to change if unforeseen complexities arise. The Company will use its best efforts to minimise the impact of such changes, and notify the Client if more than a 24 hour variation is required.
(c) The Company reserves the right to revise the Timelines in the event that a delay is caused by the Client’s failure to provide timely access, Feedback or other information or Materials reasonably requested by the Company in order to perform the Services.
(a) If the Client reviews and approves of a Service, then that will constitute acceptance of responsibility for any errors and omissions within that Service. The Company will use its best efforts to ensure there are no such errors or omissions.
(b) To the maximum extent permitted by law, the Client releases the Company from all liability in relation to any loss or damage that may arise in connection with an error and omission in a Service that has been reviewed and approved by the Client.
To the extent that Services are described in an Order Form as being provided exclusively to the Client (to the exclusion of other service providers), the Client agrees and warrants that:
(a) they appoint the Company to provide those Services on an exclusive basis for their duration;
(b) they will not make the same or similar arrangements with any third party service providers while they are receiving those Services; and
(c) they will not allow any third party to perform services in relation to their business that are the same as, or similar to, the Services, while they are receiving the Company’s Services.
The Client acknowledges and agrees that the Services are not provided on an exclusive basis and that the Company may provide services to third parties that are the same as, or similar to, the Services (which may include third parties that operate in similar marketplaces and geographical territories to the Client).
(a) The Client acknowledges and agrees that the terms and conditions of third party suppliers of goods or services (“Third Party Terms”) may apply to any part of the Services, including the terms and conditions of any social media platforms the Company provides social media marketing services in relation to, such as the terms of search engines, AI platforms, social media platforms, content management systems and analytics providers.
(b) The Company will endeavour to notify the Client of Third Party Terms that apply to the Services, in which case:
(i) the Client must immediately notify the Company if they do not agree to the Third Party Terms; and
(ii) if the Company does not receive a notice in accordance with clause 5.7(b)(i), the Client will be taken to have accepted those Third Party Terms, and the Company will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.
(c) The Client acknowledges and agrees that if the Client does not agree to any Third Party Terms, this may affect the Company’s ability to meet delivery dates and times.
The Client acknowledges and agrees that:
(a) any information provided to the Client as part of or in connection with the Services is general in nature and may not be suitable for the Client’s circumstances; and
(b) it is the Client’s responsibility to comply with applicable regulations relevant to the Client’s business, including industrial relations laws and privacy laws.
The Company agrees and warrants that in providing the Services, and the Client agrees and warrants that in receiving and using the Services, it will not:
(a) breach any applicable Laws, rules or regulations (including any applicable privacy laws); or
(b) infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.
Both parties warrant that they will act reasonably and in good faith in relation to their rights and obligations under this agreement.
The Client must provide the Company with all documentation, information and assistance reasonably required by the Company to perform the Services.
The Client agrees to liaise with the Company as they reasonably request for the purpose of enabling the Company to provide the Services.
The Client agrees to provide the Company with access to:
(a) the Client’s premises and Personnel, to the extent required to perform the Services;
(b) the Client’s website (where the Company is providing Services that involve making updates or changes to the Client’s website); and
(c) any other third party or other accounts used by the Client (including login details and passwords),
as reasonably required by the Company to perform the Services.
(a) The Client warrants that all information, documentation and other Material (defined in clause 13.1(b) they provide to the Company, for the purpose of receiving the Services is complete, accurate and up-to-date.
(b) The Client acknowledges and agrees that the Company will rely on the accuracy of any concepts, specifications and other information the Client provides.
(c) The Client releases the Company from all liability in relation to any loss or damage that may arise in connection with the Services, to the extent it is caused or contributed to by information, documentation or any other Material provided by the Client being incomplete, inaccurate or out-of-date.
To the extent the Services involve cost-per-click advertising services such as Google AdWords, Instagram, YouTube and Facebook Ads (“Paid Advertising”) or sales funnels, nurture emails or the design of landing pages (“Sales Design”), the Client acknowledges and agrees that (unless otherwise agreed in writing):
(a) The Company makes no promise or guarantee regarding the effectiveness of any Paid Advertising or Sales Funnels, including as to conversion rates, but instead by using its professional skills aims to deliver an incremental improvement of the Client’s results; and
(b) the effectiveness of the Paid Advertising or Sales Funnels may be affected by circumstances outside the Company’s control and the Company will not be liable for any loss or damage suffered by the Client arising from such circumstances. Such circumstances may include:
(i) the Client’s account used by the Company to perform the Paid Advertising Services or facilitate Sales Funnels being cancelled or disabled on a temporary or permanent basis; or
(ii) the platform that is used by the Company to provide the Paid Advertising Services or Sales Funnels changing its functionality in any way.
(a) Unless otherwise agreed in writing, the Fees charged by the Company do not include Paid Advertising ad spend amounts, and the Client will be responsible for paying these fees in addition to the Fees, either directly to the relevant platform or to the Company (as agreed in writing).
(b) If the Client provides the Company with its credit card, direct debit or other financial details for the purposes of making Paid Advertising ad payments on the Client’s behalf, the Company will keep these details confidential, and treat them as Confidential Information in accordance with clause 11.
(c) The Client consents to the Company using the Client’s credit card, direct debit or other financial details on its behalf to make payments for Paid Advertising and any other related services reasonably necessary for the Company to perform the Services.
(a) If the Company uses its own account to provide Paid Advertising Services, the account will be owned and operated by the Company (“Company Ad Account”).
(b) The Company will own all Intellectual Property Rights in the information, data and other Material in the Company Ad Account, except to the extent such Material includes Web Design or Graphic Design Material, which will be assigned to the Client in accordance with clauses 8.5 and 8.6, respectively.
(c) The Client will have no rights to access, operate or use the Company Ad Account at any time, including after the Project Period.
(d) If an Order Form specifies that the Company will use the Client’s Paid Advertising account (“Client Ad Account”) to provide the Paid Advertising Services, then the Company will ensure that, after the relevant Project Period:
(i) the Company will not access the Client Ad Account; and
(ii) the Client is provided access to the Client Ad Account.
(a) In relation to any Services involving search engine optimisation (SEO Services), the Company makes no promise, representation, warranty or guarantee regarding the effectiveness or results of any SEO Services, but will use reasonable skill and care to seek incremental improvement to the Client’s website visibility or traffic (unless otherwise agreed in writing).
(b) The Client acknowledges and agrees that the effectiveness of the SEO Services may be affected by circumstances outside the Company’s control, and the Company will not be liable for any loss or damage suffered by the Client arising from such circumstances, including without limitation:
(i) changes in the policies and/or ranking algorithms of search engines or artificial intelligence-driven platforms (including large language models or AI-powered search tools);
(ii) changes to the Client’s account or website implemented by a party other than the Company; or
(iii) changes to any platform or technology used by the Company to perform the SEO Services, including the withdrawal or modification of APIs or analytics data.
If the Services to be provided by the Company include web development services, including building or customising websites, landing pages or online applications (“Web Design”), the following conditions will apply unless otherwise agreed in writing:
(a) the Company reserves the right to determine the choice of programming language(s) used in the Web Design;
(b) the Company will not provide any graphics for the Web Design, and if the Company requires the Client to provide graphics, the Client must provide the Company with graphic files in an editable, high resolution, vector digital format; and
(c) the Company will only test mobile responsiveness on iOS Safari and Google Chrome on Android phones.
If the Client requires the Company to use Material belonging to a third party as part of Graphic Design, the Client must acquire a licence to use such designs, whether for a fee or otherwise, and shall indemnify the Company in relation to any loss or damage that may arise in connection with a breach of this clause.
(a) The Client must pay the Fees in the amounts, and on or before the Due Date(s) (as set out in an Order Form).
(b) Fees paid in accordance with this agreement are non-refundable for change of mind.
(c) The Fees must be paid within 14 days of the date of the Invoice (as defined below).
The Company will issue a valid tax invoice (“Invoice”) to the Client for payment of the Fees. The Client must pay the Fees in accordance with the remittance method set out in an Invoice.
If the Client does not pay the Company the amounts due and payable under an Invoice on or before its Due Date, without limiting any of the Company’s other rights under this agreement or under applicable law, the Client must pay the Company interest at the rate of 1.8% per month on each amount outstanding, from the Due Date for payment to the date on which the payment is received by the Company, plus any other amount the Company is entitled to claim under law including The Late Payment of Commercial Debts (Interest) Act 1998.
The Client will pay the following expenses in accordance with clause 9.1 as if they were a Fee:
(a) expenses listed in an Order Form; and
(b) expenses otherwise reasonably incurred by the Company in connection with the Services, provided these expenses are approved by the Client prior to them being incurred.
Unless otherwise indicated, amounts stated in an Order Form do not include VAT. In relation to any VAT payable for a taxable supply by the Company, the Client must pay the VAT subject to the company providing a tax invoice.
(a) Unless otherwise agreed in writing, the Company retains the right to describe the Services and reproduce, publish and display the deliverables (including analysis of the results the Company achieves in performing the Services) in the Company’s portfolios, pitch decks and websites for the purposes of recognition or professional advancement.
(b) In connection with such uses under clause 10(a), the Company may:
(i) exercise such rights after termination of this agreement, and if the Client is no longer a client of the Company;
(ii) be credited with authorship of the Services and deliverables; and
(iii) refer to the Client, and use the Client’s name, logos and other branding (acting reasonably, and without holding itself out as acting on behalf of the Client).
(a) Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation.
(b) During and after the delivery of the Services, the Client agrees that the Company will be processing personal data for its own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:
(i) the Company providing Services in fulfilment of the Scope of Work;
(ii) the Company and/or our independent contractors and third party suppliers may use the contact details the Client and the Client’s representatives to send marketing materials or other publications.;
(iii) the Company may process personal data concerning its other clients and contacts in other ways for its own business purposes;
(iv) the Company may process and transfer personal data as necessary to effect a re-organisation of its business; and
(v) the Company may share personal data with other legal or professional advisers used by us to provide the Client with legal or professional services.
(c) During and after the delivery of Services, there may be limited occasions where the Company may process on the Client’s behalf as a processor any personal data the Client have provided to the Company. The Company will advise the Client in writing where the Company believes the Company may act as a processor and any such processing shall be in accordance with, and subject to, the Client’s instructions.
(d) Before performing the processing, the Company shall document within the instructions the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and categories of data subjects and the other terms prescribed by the Data Protection Legislation. The Company will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by the Client to the Company against unauthorised or unlawful processing, accidental loss, destruction or damage, including when the Company subcontract any processing (for example, in the case of external storage of data).
(e) The Client’s instructions are taken to include the use by the Company, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing.
(f) By accepting this agreement, the Client gives positive consent for the Company to obtain, store and process information about the Client as described in the preceding paragraphs. The Client agrees that where necessary the Client will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the above-described categories of processing, before providing the Company with personal data. It is also a term of this agreement that any personal data supplied by the Company to the Client about employees/independent contractors of Company and/or any third parties may only be used for the express purposes for which that information is provided to the Client.
(g) Each party shall comply with the terms of the Data Protection Legislation.
(a) The Client warrants, in relation to the personal information and all other data that it provides to Company in connection with this agreement (Third Party Data), that:
(i) the Client has all necessary rights in relation to Third Party Data, such that the Services can be performed in respect of that data;
(ii) the Client is not breaching any Law by providing Company with Third Party Data;
(iii) the Company will not breach any Law by performing the Services in relation to any Third Party Data;
(iv) there are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and if there are any such restrictions, the Client has notified the Company of this, and the Company has agreed to perform the Services in respect of that data (being under no obligation to do so); and
(v) the Company will not breach any Third Party Terms by performing the Services in relation to any Third Party Data.
(b) The Client agrees at all times to indemnify and hold harmless the Company and its officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 11.2(a).
The parties will not, during, or at any time after, the Term, disclose Confidential Information directly or indirectly to any third party, except:
(a) with the other party’s prior written consent;
(b) as required by Law; or
(c) to their Personnel or their professional advisors on a need to know basis for the purposes of performing its obligations under this Agreement (Additional Disclosees).
If either party becomes aware of a suspected or actual breach of clause 12.1 by that party or an Additional Disclosee, that party will immediately notify the other party and take reasonable steps required to prevent, stop or mitigate the suspected or actual breach. The parties agree that damages may not be a sufficient remedy for a breach of clause 12.1.
A party may only use the Confidential Information of the other party for the purposes of exercising its rights or performing its obligations under this agreement.
On termination or expiration of this agreement, each party agrees to immediately return to the other party, or (if requested by the other party) destroy, any documents or other Material in its possession or control containing Confidential Information of the other party.
Each party will ensure that Additional Disclosees keep the Confidential Information confidential on the terms provided in this clause 12. Each party will, when requested by the other party, arrange for an Additional Disclosee to execute a document in a form reasonably required by the other party to protect Confidential Information.
In this clause and any Order Form, the following terms have the following meanings in relation to Intellectual Property Rights:
(a) Existing Material means Material, other than New Material;
(b) Material means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.
(c) New Material means Material that is created, written, developed or otherwise brought into existence during the Term for the purposes of this agreement.
(a) Except to the extent otherwise stated in an Order Form or in this clause 13:
(i) each party retains ownership of the Intellectual Property Rights in its Existing Material; and
(ii) nothing in this agreement transfers ownership of, or assigns any Intellectual Property Rights in either party’s Existing Material to the other party.
(b) The Client grants to the Company (and its Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use its Existing Material to the extent reasonably required to perform any Services.
(c) The Client warrants that the Company’s use of the Client’s Existing Material will not infringe the Intellectual Property Rights of any third party and shall indemnify the Company from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
(d) The Company grants to the Client a non-exclusive, royalty free, non-transferable and revocable licence to use its Existing Material, to the extent:
(i) such Existing Material is incorporated into the New Material; and
(ii) such use is reasonably required for the Client to enjoy the benefit of the Services.
Unless otherwise stated in an Order Form:
(a) the Intellectual Property Rights in New Material are assigned to and vest in the Company as those rights are created;
(b) those Intellectual Property Rights are then assigned to and vest in the Client when the Company receives payment of all the Fees payable under the Order Form in relation to which that New Material was created (without limiting clause 8.3 (Assignment Date); and
(c) from the Assignment Date, the Client grants to the Company a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify and adapt the New Material in order for the Company to use, exploit or otherwise enjoy the benefit of the New Material.
The Company warrants that:
(a) the provision of the Services to the Client; and
(b) the Client’s receipt and use of the Services for their intended purpose,
will not infringe the Intellectual Property Rights of any third party.
The Company may subcontract the provision of the Services. The Company will be responsible for the acts or omissions of its subcontractors as if they were the acts or omissions of the Company.
(a) Nothing in this agreement shall exclude or limit the Company’s liability for fraud or intentional unlawful conduct by the Company, or death or personal injury resulting from the Company’s negligence.
(b) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement or an Order Form are excluded.
(c) To the maximum extent permitted by the applicable law, neither the Company, nor any of the Company’s employees, contractors, officers or agents (“Personnel”) will be liable to the Client for:
(i) any incidental, punitive, indirect, special or consequential damage, loss or expenses, including but not limited to any loss of business, contracts, revenue, or profits, any business interruption, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss suffered by the Client, even if the Company or any of its Personnel have been advised of their possible existence, arising in connection with this agreement or any Order Form; nor
(ii) any direct damage loss or expenses arising from loss of customers, loss of profits, loss of anticipated profits or loss of savings, arising in connection with this agreement or any Order Form.
(d) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this agreement or an Order Form including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
(e) Without prejudice to the limitation of liability provisions above, the Company's total aggregate liability to the Client arising out of or in connection with an Order Form, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the total Fees paid and payable by the Client under that Order Form in the 12 months immediately preceding the event giving rise to the claim. Where the liability does not relate to an individual Order Form, the Company's total aggregate liability shall be limited to £25,000.
(a) Project (fixed-fee): This agreement shall automatically terminate upon the successful delivery of the Project and the Company’s receipt of full payment of the Fees. Either party may terminate this agreement prior to completion of the Project by giving the other party not less than 7 (seven) days’ prior written notice.
(b) Retainer: Either party may terminate this agreement on not less than 90 (ninety) days’ prior written notice, provided that where the Order Form specifies a Minimum Term, notice may not take effect before the end of the Minimum Term.
(a) Either party (“Non-Defaulting Party”) may terminate this agreement immediately by written notice to the other party (“Defaulting Party”) if the Defaulting Party:
(i) is in breach of this agreement and either:
(A) fails to remedy such breach within 30 calendar days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
(B) that breach is not capable of remedy;
(ii) ceases, suspends or threatens to cease or suspend to conduct its business; or
(iii) becomes subject to any form of insolvency or bankruptcy administration
The expiration or termination of this agreement will not prejudice any accrued rights or liabilities of either party, nor excuse either party from a breach of this agreement occurring prior to expiration or termination of this agreement.
(a) Project: In the event of termination under clause 16.1(a):
(i) the Client shall pay the Company for all work completed up to the effective date of termination, calculated on a pro-rata basis (where applicable) of the agreed Fee; and
(ii) any amounts prepaid by the Client for work not yet performed may, at the Company’s sole discretion, be refunded in whole or in part.
(b) Retainer: In the event of termination under clause 16.1(b):
(i) the Client shall pay the Company for all Services performed and expenses incurred up to the effective date of termination, including any part of the retainer attributable to Services already delivered or agreed in an Order Form; and
(ii) where Fees are paid in advance, the Company may, at its sole discretion, refund any unused portion of the retainer corresponding to Services not performed as of the termination date.
(c) each party must return all property of the other party to that other party; and
(d) each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party.
Clauses 9.3, 10, 11, 12, 13, 15, 16.3, 16.4, 16.5, 18, 19, 20, 21 and any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.
(a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
(i) reasonable details of the Force Majeure Event; and
(ii) so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
(b) Subject to compliance with clause 17(a) the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
(c) The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.
(d) For the purposes of this agreement, a “Force Majeure Event” means any:
(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
(ii) strikes or other industrial action outside of the control of the Affected Party; or
(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
(iv) any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations.
(a) The parties must, without delay and in good faith, attempt to resolve any dispute which arises out of or in connection with this agreement prior to commencing any proceedings.
(b) If a party requires resolution of a dispute it must immediately submit full details of the dispute to the chief executive officer of the other party.
(c) The parties acknowledge and agree that compliance with this clause 18 is a condition precedent to any entitlement to claim relief or remedy, whether by way of proceedings in a court of law or otherwise in respect of such disputes, except:
(i) in the case of applications for urgent interlocutory relief; or
(ii) a breach by another party of this clause 18.
(a) A notice or other communication to a party under this agreement must be:
(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in England, in which case the notice will be taken to be given on the next occurring business day in England; or
(ii) when replied to by the other party,
whichever is earlier.
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. 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.
If the day on which any act is to be done under this agreement is a day other than a Business Day, that act must be done on or by the immediately following Business Day except where this agreement expressly specifies otherwise.
This agreement may only be amended in accordance with a written agreement between the parties.
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
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.
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
A party shall not assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.
Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (gender) words indicating a gender includes the corresponding words of any other gender;
(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(i) (includes) the word “includes” and similar words in any form is not a word of limitation;
(j) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision;
(k) (written or in writing) includes communication via email; and
(l) (currency) a reference to a currency is to the currency stated in the Order Form (for example GBP, USD or EUR). Where no currency is stated, it is Great British Pounds (GBP).
In these terms and conditions, the following words and phrases have the following meaning:
Business Day: A day (other than a Saturday, Sunday or any other day which is a public holiday) on which banks are open for general business in London, United Kingdom.
Confidential Information: Information of, or provided by, a party that is by its nature confidential information, is designated as confidential, or that the recipient of the information knows or ought to know is confidential (including all commercial information exchanged between the parties), but does not include information which is, or becomes, without a breach of confidentiality, public knowledge.
Fees: The fees set out in the Key Details, or if not specified in the Key Details, as set out in the applicable Order Form.
Intellectual Property Rights: All copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in the United Kingdom and throughout the world.
Laws: Any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the relevant jurisdiction(s) where the Services are performed or received and includes any industry codes of conduct.
Order Form: An order form or statement of work issued by the Company and accepted by the Client in accordance with clause 4.1, setting out the Services, Fees and other engagement details.
Personnel: Employees, secondees, agents and subcontractors (who are individuals), including employees and contractors (who are individuals) of subcontractors.
Services: Has the meaning given in clause 5.1.
Term: Has the meaning given in clause 3(a).
Each Order Form sets out: