Terms & Conditions
- Applicable Laws: all applicable laws, statutes and regulations from time to time in force.
- Background IPRs: means any Intellectual Property Rights owned by Content Connective (or used under a licence by Content Connective from a third party) which have not been created solely for the purposes of providing the Services or the Deliverables to the Client.
- 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 payable by the Client for the supply of the Services as set out in the Contract Details.
- Client Materials: means all content, documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to Content Connective in connection with the Services or for incorporation into the Deliverables, including the items provided pursuant to clause 4.1(d).
- Commencement Date: the date specified in the Contract Details.
- Conditions: these terms and conditions as amended from time to time in accordance with clause 12.5.
- Contract: the contract between Content Connective and the Client for the supply of Services in accordance with these Conditions and the Contract Details.
- Contract Details: the contract details set out on the front pages of this document.
- Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
- Client: the person, firm or company who purchases Services from Content Connective as set out in the Contract Details.
- Client Default: has the meaning set out in clause 4.2.
- Content Connective Materials: has the meaning set out in clause 4.1(h).
- Data Controller: has the meaning set out in the Data Protection Legislation.
- Data Processor: has the meaning set out in the Data Protection Legislation.
- Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of Personal Data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
- Data Subject:has the meaning set out in the Data Protection Legislation.
- Deliverables: the deliverables set out in the Specification, or as otherwise agreed in writing between the parties.
- Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks business names and domain names, rights in get-up, goodwill and the right to sue for passing off rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
- Personal Data:has the meaning set out in the Data Protection Legislation.
- Services: the services, including the Deliverables, supplied by Content Connective to the Client as set out in the Specification, or as otherwise agreed in writing between the parties.
- Specification: the description or specification of the Services provided in the Contract Details or otherwise provided in writing by Content Connective to the Client.
- Special Conditions: the special conditions (if any) set out in the Contract Details.
- Supervisory Authority: has the meaning set out in the Data Protection Legislation.
- Term: the term of the Contract as set out in the Contract Details.
- (a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
- (b) 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>.
- (c) A reference to writing or written includes email but not fax.
2. Basis of contract:
2.1 The Contract shall comprise of the Contract Details and these Conditions. If there is any conflict or ambiguity, unless otherwise expressly stated, the order of precedence is:
- (a) any Special Conditions;
- (b) the Contract Details;
- (c) these Conditions,
- to the extent of such conflict or ambiguity.
- 2.2 The Contract shall commence on the Commencement Date and continue unless and until terminated in accordance with these Conditions.
- 2.3 Any samples, drawings, descriptive matter or advertising issued by Content Connective, and any descriptions or illustrations contained in Content Connective’s catalogues, brochures or website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
- 2.4 These Conditions and the Contract Details apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- 2.5 Any quotation given by Content Connective shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
3. Supply of Services
- 3.1 Content Connective shall supply the Services to the Client in accordance with the Specification in all material respects.
- 3.2 Content Connective shall use all reasonable endeavours to meet any performance dates specified in the Specification or as otherwise agreed by Content Connective, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
- 3.3 Content Connective reserves the right to amend the Specification and/or the Services if necessary to comply with any Applicable Law, or if the amendment will not materially affect the nature or quality of the Services, and Content Connective shall notify the Client in any such event.
- 3.4 Content Connective warrants to the Client that the Services will be provided using reasonable care and skill.
- 3.5 Content Connective does not warrant the accuracy or completeness of the content used in the Services or contained within the Deliverables where such content includes the Client Materials.
4. Client’s obligations
4.1 The Client shall:
- (a) ensure that the terms of the Contract Details and any information it provides in the Specification are complete and accurate;
- (b) co-operate with Content Connective in all matters relating to the Services;
- (c) provide Content Connective, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by Content Connective;
- (d) provide Content Connective with such information and materials as Content Connective may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all respects;
- (e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services, including in relation to the use of the Client Materials, before the date on which the Services are to start;
- (f) comply with all Applicable Laws, including health and safety laws;
- (g) comply with any additional obligations as set out in the Specification; and
- (h) at its own expense, keep all of Content Connective’s materials (including, without limitation, information, data, equipment and tools) (“Content Connective Materials”) safe and secure at all times when in the Client’s possession or control.
4.2 If Content Connective’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):
- (a) without limiting or affecting any other right or remedy available to it, Content Connective shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays Content Connective’s performance of any of its obligations;
- (b) Content Connective shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Content Connective’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
- (c) the Client shall reimburse Content Connective on written demand for any costs or losses sustained or incurred by Content Connective arising directly or indirectly from the Client Default.
- 4.3 The Client shall be solely responsible for the accuracy and completeness of the Client Materials which are incorporated into the Deliverables.
- 4.4 The Client shall ensure that the Client Materials do not infringe any Applicable Laws or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous, is in breach of any third party Intellectual Property Rights, or is otherwise inappropriate content in the reasonable opinion of Content Connective) (“Inappropriate Content”).
- 4.5 The Client shall indemnify Content Connective against all damages, losses and expenses arising as a result of any action or claim that the Client Materials constitute Inappropriate Content.
5. Changes to the Services
- 5.1 In the event that the Client wishes to alter, vary or add to the Services (the “Proposed Variation”), the Client must contact Content Connective in writing as soon as possible, setting out sufficient details of the Proposed Variation. As soon as practicable following receipt, Content Connective will give notice to the Client whether the Proposed Variation would result in any changes to the Charges, the time of supply of the Services or the Specification. The Client will confirm within 5 Business Days of receipt of such notice if it wishes to proceed on the basis of the changes to the Charges, timings or Specification and if so, the Contract will be varied accordingly. If the Client does not agree to the changes, Content Connective shall continue to provide the Services without the relevant Proposed Variation.
6. Charges and payment
- 6.1 In consideration of the provision of the Services by Content Connective, the Client shall pay the Charges in accordance with the payment terms (if any) set out in the Contract Details. If no payment terms are set out in the Contract Details, the Client shall pay the Charges in accordance with these Conditions.
- 6.2 Content Connective shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom Content Connective engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Content Connective for the performance of the Services, and for the cost of any materials.
- 6.3 Content Connective shall be entitled to increase the Charges on each anniversary of the Commencement Date during the Term (in its sole discretion) by giving the Client notice in writing on or before the relevant anniversary of the Commencement Date, provided that Content Connective shall not increase the Charges in excess of 5% of the Charges applicable to the previous 12 month period.
6.4 Unless otherwise set out in the Contract Details, the Client shall pay each invoice submitted by Content Connective:
- (a) within 28 days of the date of the invoice; and
- (b) in full and in cleared funds to a bank account nominated in writing by Content Connective, and time for payment shall be of the essence of the Contract.
- 6.5 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Content Connective to the Client, the Client shall, on receipt of a valid VAT invoice from Content Connective, pay to Content Connective such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
- 6.6 If the Client fails to make a payment due to Content Connective under the Contract by the due date, then, without limiting Content Connective’s remedies under clause 10, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
- 6.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. Intellectual property rights
- 7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in the Client Materials) shall be owned by Content Connective.
- 7.2 Content Connective grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, ongoing licence to copy and modify the Deliverables (excluding the Client Materials) for the purpose of receiving and using the Services and the Deliverables in its business.
- 7.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 7.2 without Content Connective’s prior written approval.
- 7.4 The Client grants Content Connective a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any Client Materials for the term of the Contract for the purpose of providing the Services to the Client.
- 7.5 Nothing in clause 7.2 shall imply that the Client shall be assigned any rights in or receive any exclusive rights to any Background IPRs contained within the Deliverables.
- 7.6 The Client shall indemnify Content Connective against all damages, losses and expenses arising as a result of any action or claim that the Client Materials infringe the Intellectual Property Rights of a third party.
8. Data protection and data processing
- 8.1 The parties acknowledge that Content Connective will not be required to process Personal Data on behalf of the Client on a regular basis in performing its obligations under the Contract. Notwithstanding this, in the event that Content Connective is required to process Personal Data on behalf of the Client, the provisions of this clause 8 shall apply.
- 8.2 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 under the Data Protection Legislation.
- 8.3 The parties acknowledge that if Content Connective processes any Personal Data on the Client’s behalf when performing its obligations under the Contract, the Client is the Data Controller and Content Connective is the Data Processor for the purposes of the Data Protection Legislation.
- 8.4 Without prejudice to the generality of clause 8.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Content Connective for the duration and purposes of the Contract so that Content Connective may lawfully use, process and transfer the Personal Data in accordance with the Contract on the Client’s behalf.
8.5 Without prejudice to the generality of clause 8.2, Content Connective shall, in relation to any Personal Data processed in connection with the performance by Content Connective of its obligations under the Contract:
- (a) process that Personal Data only on the written instructions of the Client unless Content Connective is required by any Applicable Laws to process Personal Data;
(b) not transfer any Personal Data outside of the EEA unless the following conditions are fulfilled:
- (i) the Client or Content Connective has provided appropriate safeguards in relation to the transfer;
- (ii) the Data Subject has enforceable rights and effective legal remedies;
- (iii) Content Connective complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
- (iv) Content Connective complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
- (c) assist the Client, at the Client’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 any Supervisory Authorities;
- (d) notify the Client without undue delay on becoming aware of a Personal Data breach;
- (e) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the Contract unless required by Applicable Law to store the Personal Data; and
- (f) maintain complete and accurate records and information to demonstrate its compliance with this clause 8.
- 8.6 Each party shall 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.
- 8.7 The Client consents to Content Connective appointing any third party (in its sole discretion from time to time) as a third party processor of Personal Data under the Contract. As between the Client and Content Connective, Content Connective shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this clause 8.7.
9. Limitation of liability
9.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
- (a) death or personal injury caused by negligence; and
- (b) fraud or fraudulent misrepresentation.
- 9.2 Content Connective shall not be liable to the Client for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
- 9.3 Subject to clause 9.1 and 9.2, Content Connective’s total liability, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the aggregate sum of the Charges paid under the Contract.
- 9.4 This clause 9 shall survive termination or expiry of the Contract.
- 10.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 28 days’ written notice.
10.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
- (a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
- (b) the other party repeatedly breaches any of the terms of the Contact 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;
- (c) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
- (d) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
- (e) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
10.3 Without affecting any other right or remedy available to it, Content Connective may terminate the Contract or suspend the Services with immediate effect by giving written notice to the Client if:
- (a) the Client fails to pay any amount due under the Contract on the due date for payment;
- (b) there is a change of Control of the Client; or
- (c) Content Connective reasonably believes that the Client Materials or any part of them would, or may, constitute Inappropriate Content.
- 10.4 Without affecting any other right or remedy available to it, Content Connective may suspend the supply of Services under the Contract or any other contract between the Client and Content Connective if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 10.2(c) to clause 10.2(e), or Content Connective reasonably believes that the Client is about to become subject to any of them.
11. Consequences of termination
11.1 On termination or expiry of the Contract:
- (a) the Client shall immediately pay to Content Connective all of Content Connective’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Content Connective shall submit an invoice, which shall be payable by the Client immediately on receipt; and
- (b) the Client shall return all of the Content Connective Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then Content Connective may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
- 11.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
- 11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
- 12.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
12.2 Assignment and other dealings.
- (a) Content Connective may at any time assign, 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.
- (b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Content Connective.
- (a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.3(b).
(b) Each party may disclose the other party’s confidential information:
- (i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.3; and
- (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- (c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
- (d) The Client acknowledges that the Background IPRs constitute Content Connective’s confidential information.
12.4 Entire agreement.
- (a) The Contract 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.
- (b) Each party acknowledges that in entering into the Contract it does not rely on, and 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.
- (c) Nothing in this clause shall limit or exclude any liability for fraud.
- 12.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- 12.6 Waiver. 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. 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.
- 12. 7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- (a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the other party’s email address (if one is specified in the Contract Details).
(b) Any notice or communication shall be deemed to have been received:
- (i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
- (ii) 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 ;
- (iii) 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 12.8(b)(iii), 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.
- (c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
- 12.9 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
- 12.10 Governing law. The 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.
- 12.11 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.