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Terms & Conditions

  1. Definitions
    1. For the purposes of the Order the terms defined below have the meanings specified:
       
      3D Services means the design and supply of 3d modelling & animation provided to the Client under an Order in accordance with the Specifications and requirements in the Order;
       
      Acceptance means the Client confirms in writing that the Services and /or Deliverables (or relevant parts of them) have passed or are deemed to have passed the relevant Acceptance Tests;
       
      Acceptance Criteria means the criteria to be satisfied to demonstrate that the Acceptance Tests have been successfully completed as detailed in a SOW;
       
      Acceptance Tests means the various tests to ensure the Services and/or Deliverables (or relevant parts of them) comply with the relevant Acceptance Criteria applicable to such tests, each of which are to be conducted in accordance with and as detailed in the relevant SOW;
       
      Business Day means Monday to Friday inclusive but excluding any bank holidays in England;
       
      Charges means the charges payable by the Client in respect of the provision of and/or use of the Services and/or Deliverables, as specified in an Order;
       
      Client means the company or other entity named in the SOW as the contracting party;
       
      Client Data means all data, including Personal Data and non-Personal Data, owned by, licensed to (other than by EPM) or in the possession of the Client which the Client makes available to EPM in connection with the provision by EPM of the Services;
       
      Client IPR Claim means any claim, demand, action or proceeding brought against EPM asserting that EPM’s use of: (i) the Client Data; (ii) Client Materials; or (iii) any other Intellectual Property Rights, item, information or input provided by the Client or which the Client permits EPM to use in connection with the Services and/or the Deliverables, infringes the Intellectual Property Rights of any third party;
       
      Client Materials means all intellectual property, works, products, documentation, information, data and other material of any kind provided or made available by or on behalf of the Client in connection with the Development Services and/or the Order;
       
      Confidential Information means all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of an Order), including all information relating to that other’s business, operations, systems, processes, products, trade secrets, know-how, contracts, finances, plans, strategies or current, former or prospective clients, clients, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be
       
      Data Protection Legislation means, as binding on either party or the Services:
       
      (a) the GDPR;
       
      (b) the Data Protection Act 2018;
       
      (c) any laws which implement or supplement any such laws; and
       
      (d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
       
      Deliverable means the specific work output from any of the Services and/or Order which is intended to be delivered by EPM to the Client, which may include Goods;
       
      Development Services means the development services, provided to the Client under an Order in accordance with Specifications and requirements set out in the Order;
       
      Documentation means on-line help files and written instruction manuals regarding the Use of the Services in either printed or machine-readable form which EPM makes available to the Client;
       
      Effective Date means, in respect of an Order, the date of last signature of the SOW, unless a particular effective date is specified in the SOW;
       
      EPM means Electropages Media Limited, a company registered in England and Wales under company registration number 04953819 having its registered office at 8 High Street, Brentwood, Essex, CM14 4AB;
       
      EPM IPR Claim means any claim, demand, action or proceeding brought against the Client asserting that the Services or any Deliverable provided by EPM to the Client infringes the Intellectual Property Rights of any third party;
       
      Exhibition Equipment means exhibition stands and other items associated with exhibition stands;
       
      Exhibition Services means the design and supply of exhibition stands, provided to the Client under an Order in accordance with the Specifications and requirements in the Order;
       
      Film Services means the filming and editing of video & photography projects, provided to the Client under an order in accordance with the Specifications and requirements in the Order;
       
      Force Majeure Event means an event beyond the control of a Party and which prevents that Party from complying, or delays that Party from complying, with any of its obligations under an Order (excluding the obligation to pay the Charges), including acts of God (such as fires, explosions and floods); war, hostilities, invasion and embargoes; contamination by any toxic or hazardous materials; riot, commotion, strikes, go slows, lock outs or disorder (unless of employees of the Party in question or its subcontractors) or acts or threats of terrorism, action by government or supra‑national authority, pandemic or epidemic;
       
      GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom, from time to time);
       
      General Terms and Conditions means the terms and conditions contained in this document;
       
      Goods means the physical goods (or any part of them) (including Exhibition Equipment) supplied by EPM, including as part of the Deliverables, and described in the SOW or otherwise agreed in writing between the Parties to be part of the Order;
       
      Hosting Services means the hosting services provided directly to the Client by a third party hosting provider on its terms and conditions in relation to a Deliverable, all as set out in the Order;
       
      Intellectual Property Rights means all intellectual property rights, including patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how, in all cases whether or not registered or registrable existing under the laws of any country and all pending applications and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;
       
      Party/Parties means either EPM or the Client or both of them, as applicable;
       
      Personal Data shall be interpreted in accordance with the Data Protection Legislation as updated or amended from time to time;
       
      Order means each contract for Services and Deliverables between EPM and the Client, as described in clause 2.1;
       
      Services means (as applicable) the Hosting Services and/or 3D Services and/or Filming Services and/or the Development Services and/or the Exhibition Services;
       
      Software means software developed for the Client (including any adaptations, error corrections, updates, upgrades, modifications and enhancements to software) pursuant to Development Services provided to the Client under an Order.
       
      SOW means the statement of work agreed to and signed by EPM and the Client specifying the particular Service(s) and/or Deliverables supplied, the associated Charges and any Special Conditions applying to the Service and/or Deliverables;
       
      Special Conditions means any particular terms and conditions inserted into the SOW that are specific to the Services and/or Deliverables being supplied under the Order (e.g. Hosting Services or sale of Goods) and which are in addition to these General Terms and Conditions;
       
      Specification means any specification for the Deliverables, including any related designs, plans and drawings, that is agreed in writing by the Client and EPM and incorporated in the relevant SOW or otherwise in the Order;
       
      Term Start Date means the date from which the Client shall pay the Charges for the Services, as stated in the Order;
       
      Third Party Materials means any intellectual property, works, goods, products, documentation, information, data and other material of any kind provided or made available by a third party, including material sourced by EPM from a third party but supplied as part of the Development Services and/or Deliverables;
       
      Territory means the territory stated in the Order or in default of such statement means England;
       
      Use means use by the users for the Client’s own internal business purposes and only to the extent necessary to receive the benefit of the Services as expressly contemplated hereunder, as limited by the agreed number of users set out in the applicable Order;
    2. In the event of any conflict or ambiguity in the provisions of the clauses or the documents referred to or forming part of an Order, the following order of decreasing precedence shall apply:
      1. the SOW; then
      2. these General Terms and Conditions; then
      3. any other document forming part of the Order.
    3. Unless otherwise stated, any reference to a clause shall be construed as a reference to a clause in these General Terms and Conditions.
    4. In these General Terms and Conditions, unless the context requires otherwise:
      1. words denoting the singular include the plural and vice versa, and words denoting any gender include every gender;
      2. the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
      3. unless otherwise specified, a reference to a statutory provision is a reference to that provision as amended, consolidated, extended or re-enacted from time to time and to any subordinate legislation made under it.
  2. The agreement
    1. EPM and the Client agree that, by signing a SOW, they are entering into a contractually binding agreement (“Order”) consisting of:
      1. the SOW;
      2. these General Terms and Conditions; and
      3. any other document forming part of the Order.
    2. No terms, provisions or conditions of any purchase order, acknowledgement or other business form that the Client may use in connection with the purchase of the Services will have any effect on the rights, duties or obligations of the Parties contained in the Order or in any other way modify the Order.
  3. Services
    1. Subject to payment of the Charges and the terms of the Order, EPM shall provide the Services and Deliverables to the Client.
    2. EPM shall:
      1. provide the Services using reasonable care and skill and in accordance with the standards described in the Order;
      2. produce all necessary documents relating to the provision of the Services including as appropriate a project plan and technical design documents for review and agreement by the Client; and
      3. use its reasonable commercial endeavours to meet any planned Services commencement date specified in an Order or otherwise agreed in writing, but time shall not be of the essence in respect of any such date. The Client acknowledges that all planned Services commencement dates are also dependent on the Client’s prompt performance of its obligations in accordance with the Order.
    3. The Client shall be responsible for ensuring that:
      1. the Services are suitable and adequate for its purposes including in accordance with clause 3.4;
      2. all information given by it to EPM is accurate and comprehensive and shall remain so in all material respects;
      3. it has obtained any permissions, licences and consents required for:
        1. (a) Use of the Services; and
        2. (b) the use of Client Materials by EPM and its contractors in the performance of the Order;
      4. it makes any adjustments or changes within its own technical environment or business operations as may be necessary for it to receive the Services;
      5. it provides such co-operation, facilities, and access to its premises that EPM may reasonably require to enable EPM to provide the Services; and
      6. it complies with the reasonable instructions of EPM in connection with the Services.
    4. EPM shall submit to the Client any documents produced in accordance with clause 3.2.2 for the Client to review and approve. The Client, acting reasonably and in good faith, shall within 5 Business Days of receipt either confirm to EPM that the documents accurately and completely meet the Client’s requirements or request EPM to make changes to the documentation and resubmit them for approval by the Client. If this process needs to be repeated, EPM reserves the right to charge the Client for the work in changing the documentation at the rates of its then current ratecard. If the Client does not respond within 5 Business Days, the documents will be deemed to have been accepted by the Client.
    5. The Client agrees that:
      1. EPM shall not be liable for any failure of, or delay in, the Services arising as a result of: (i) any action or omission of the Client; or (ii) the Client’s or its third party software, services or systems; and
      2. EPM shall be entitled to charge the Client for all costs and expenses (including the cost of wasted resource based on EPM’s then current ratecard) arising from any non-compliance with the terms of clause 3.3 and shall be entitled to charge the Client for all additional work effort required to deliver the Services and Deliverables.
    6. The parties shall agree any applicable Acceptance Tests and associated Acceptance Criteria, which shall be included in the SOW for the relevant Services and/or Deliverables. The Client must undertake the Acceptance Tests within 5 Business Days of the Services and/or Deliverables being made available for Acceptance Tests, including where Acceptance is required to occur at different stages of delivery of the Services.
    7. If any of the Services and/or Deliverables do not pass any of the Acceptance Tests the Client may by notice to EPM require EPM, at no cost to the Client, to rework the Services and/or Deliverables to pass repeat Acceptance Tests within 20 Business Days of the previous Acceptance Test failure (or such other period as the parties may agree in writing) and the provisions of this clause 3.7 shall apply to the repeat Software Acceptance Tests.
    8. Acceptance of the Services and/or Deliverables against the Acceptance Tests shall occur when the relevant Acceptance Tests have been completed and passed and the Client has issued written confirmation of such to EPM, or the Client is deemed to have Accepted the Services and/or Deliverables, which shall occur if:
      1. the Client uses the Services and/or Deliverables;
      2. the Client has not undertaken the Acceptance Tests within the timeframe set out in clause 3.6; or
      3. within 5 Business Days of the performance of the relevant Acceptance Test the Client fails to issue written confirmation of Acceptance or provide EPM with written notice of the failure to achieve Acceptance.
    9. If the Services to be provided under the Order include Exhibition Services then clauses 3.10 to 3.15 (inclusive) shall apply. If there is any conflict between these clauses and the other provisions of these General Terms and Conditions in relation to the Exhibition Services, these clauses shall prevail.
    10. Unless specifically provided by way of sale in accordance with the relevant Order, all Exhibition Equipment used or supplied by EPM in connection with Exhibition Services shall be deemed to be on hire to the Client and shall never become owned by the Client.
    11. EPM shall use all reasonable endeavours to deliver and install the Exhibition Equipment at the location specified, and on the date or within the date window (Delivery Date) specified, in the Order. The Client shall procure that its authorised representative is present at the installation of the Exhibition Equipment. Acceptance by such representative of installation shall constitute conclusive evidence that the Client has examined the Exhibition Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended. If required by EPM, the Client's authorised representative shall sign a receipt confirming such acceptance.
    12. If the Client fails to accept the Exhibition Equipment on completion of EPM’s installation of the Exhibition Equipment then, except where such failure is caused by EPM's failure to comply with its obligations under the Order, the Exhibition Equipment shall be deemed to have been delivered at 9.00 am on the Delivery Date. If the Client’s failure to accept the Exhibition Equipment is due to EPM’s failure to comply with its obligations under the Order, EPM shall use all reasonable endeavours to remedy, free of charge, any material defect in the Exhibition Equipment which has been advised to EPM by the Client. Upon remedying any such material defect the Client shall accept the Exhibition Equipment.
    13. The Client shall indemnify EPM against the loss of, and/or damage to, hired Exhibition Equipment unless caused by the negligence of EPM.
    14. The Client shall keep hired Exhibition Equipment in its possession and/or control at all times during the hire period specified in the Order (Hire Period) and shall not remove them from the place where they are installed by EPM without EPM’s prior written consent. The Client shall only use the Exhibition Equipment for the purpose for which it was designed.
    15. Upon expiry of the Hire Period, or upon the earlier termination of the relevant Order, the Client shall no longer be in lawful possession of the hired Exhibition Equipment and EPM may, at any time without notice, retake possession of such hired Exhibition Equipment and EPM shall be entitled to enter the premises of the Client and/or any other place where the Exhibition Equipment is located, for such purposes.
  4. Charges
    1. In consideration for the provision of the Services and Deliverables pursuant to an Order, the Client shall pay EPM the Charges.
    2. EPM may, by giving notice to the Client at any time up to 14 days before delivery, increase the Charges to reflect any increase in the cost of the supply of the Services and/or Deliverables that is due to:
      1. any factor beyond EPM's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      2. any request by the Client to change the delivery date(s), quantities or types of Services and/or Deliverables ordered, or the Specification; or
      3. any delay caused by any instructions of the Client or failure of the Client to give EPM adequate or accurate information or instructions.
    3. The Charges shall be due and payable not later than thirty (30) days from the date of invoice. If the Charges are not paid in accordance with the Order, EPM shall be entitled to immediately terminate or suspend the supply of the Services and Deliverables on notice, and the provisions of clauses 10.2 and 10.4.1 shall take effect.
    4. EPM reserves the right to charge the Client interest on any payment not made in accordance with the Order. Interest will be calculated on a daily basis, both before and after any judgment, at the rate of two (2) per cent per annum above the base rate from time to time of the Bank of England, for the period from the due date until the date on which the outstanding payment is actually paid.
    5. All payments made or to be made under an Order shall be made in full, without any deduction, withholding, set-off or counterclaim.
    6. In the event of a genuine dispute regarding any invoice or other request for payment, the Client shall immediately notify EPM in writing and the Parties shall attempt promptly and in good faith, to resolve any dispute regarding the amounts owed. In each such case, the Client shall pay all undisputed amounts on or before the due date for payment of such invoice.
    7. The Charges are exclusive of any applicable sales, use or service tax or any other applicable tax of any nature whatsoever, including any Value Added Tax; all such taxes will be added to the appropriate invoice and shall be payable by the Client in accordance with the law from time to time and the terms hereof.
  5. Intellectual Property Rights and Licences
    1. Except as expressly stated otherwise in an Order, the Intellectual Property Rights in the Services, Deliverables, Documentation, and work output from any of the Services are and shall remain the property of EPM (and/or its third-party licensors).
    2. Subject to clause 8, the Client acknowledges that EPM shall be entitled to use any skills, knowledge and techniques acquired by EPM in performing the Services.
    3. The Client shall not, and shall procure that users shall not, except as expressly permitted in an Order:
      1. modify, translate, create or attempt to create derivative copies of or copy the Deliverables, Documentation, or any separate work output from any of the Services (whether in whole or in part);
      2. distribute, sub-license, assign, share, sell, rent, lease, transfer, transmit, distribute, display, disclose, or otherwise commercially exploit: (i) the Deliverables, Documentation, or work output from any of the Services; or (ii) any of the Client’s rights to Use any of the same.
    4. The Intellectual Property Rights in the Client Data and Client Materials are and shall remain the property of the Client. The Client grants to EPM a non-exclusive, limited licence to:
      1. use and process the Client Data; and
      2. use, and to sublicence to EPM’s contractors the use of, the Client Materials, to the extent necessary to enable EPM to comply with its obligations and exercise its rights under the Order.
    5. Subject to payment of the Charges and the terms of the Order, and unless otherwise stated in an SOW, EPM grants to the Client:
      1. in the case of the Development Services a non-exclusive, non-transferable, non-sublicensable licence within the Territory for the term to use, for the Client’s internal business purposes (as set out in the Order), any Deliverables or Documentation which are the output from the Development Services; and/or
      2. in the case of the Hosting Services, a, non-exclusive, non-transferable, non-sublicensable licence within the Territory to allow the use of the Hosting Services to access and use the Software to be hosted, as set out in the applicable Order.
    6. If either Party acquires, by operation of law, title to Intellectual Property Rights that is inconsistent with the allocation of title set out in this clause 5 it shall, immediately upon request of the other Party, assign in writing such Intellectual Property Rights to the other Party.
  6. Intellectual Property Rights Indemnity
    1. The Client shall indemnify and keep indemnified EPM against all losses, liabilities, costs and expenses (including legal expenses) arising out of or in connection with any Client IPR Claim and at its expense and in its sole discretion, defend any Client IPR Claim.
    2. EPM shall indemnify and keep indemnified the Client against all losses, liabilities, costs and expenses (including legal expenses) to the extent arising out of or in connection with any EPM IPR Claim and at its expense and in its sole discretion, defend any EPM IPR Claim.
    3. The indemnities given pursuant to clause 6.1 and 6.2 by one Party (“Indemnifying Party”) to the other (“Indemnified Party”) shall be conditional upon:
      1. the Indemnified Party promptly notifying the Indemnifying Party in writing of any claim (being a Client IPR Claim or EPM IPR Claim, as applicable) and of which the Indemnified Party has notice (an “Indemnified Claim”);
      2. the Indemnified Party not admitting any liability or agreeing to any settlement or compromise of an Indemnified Claim without the prior written consent of the Indemnifying Party;
      3. the Indemnifying Party being, at any time from notification in accordance with clause 6.3.1, at the Indemnifying Party’s request, cost and expense, entitled to assume exclusive conduct of the Indemnified Claim (which shall include the right to conduct any proceedings or action in relation to, negotiate the settlement of, and to conduct all discussions and dispute resolution efforts in connection with the Indemnified Claim, provided that no settlement of a claim which would involve any admission of fault or liability on the part of the Indemnified Party shall be entered into without the Indemnified Party’s prior written consent); and
      4. the Indemnified Party, at the Indemnifying Party’s request, cost and expense, giving the Indemnifying Party all reasonable assistance in connection with the conduct of the Indemnified Claim.
    4. Notwithstanding clause 6.3, if any such EPM IPR Claim is brought or threatened, EPM may at its sole option and expense:
      1. procure for Client the right to continue Use of the Services or Deliverables, or the allegedly infringing part thereof; or
      2. modify or amend the Services or Deliverables, or the allegedly infringing part thereof or replace the Services or Deliverables, so they or the modified, amended or replaced part thereof is substantially the same as the original Services or Deliverables, or part thereof, and this shall be the Client’s sole and exclusive remedy in relation to the EPM IPR Claim in question and EPM will have no other obligation or liability in relation to such claim.
      The foregoing obligations of EPM in this clause 6 shall not apply to the extent the alleged infringement arises as a result of or is based upon EPM having complied with any specific instructions of the Client in performing or providing the Services.
    5. This clause 6 states the entire liability of each Party to the other with respect to the infringement of any third party Intellectual Property Rights.
  7. Limitation of Liability
    1. The Parties agree that nothing in any Order shall be deemed to exclude, restrict or limit liability of:
      1. either Party (or their respective licensors, agents or sub-contractors) for death or personal injury resulting from their negligence;
      2. either Party for fraudulent misrepresentation or for any other fraudulent act or omission;
      3. the Client for Intellectual Property Rights infringement or breach of confidentiality;
      4. either Party to pay sums properly due and owing to the other in the normal course of performance; and/or
      5. either Party in respect of any liability which may not lawfully be excluded or limited.
    2. Subject to clauses 7.1, 7.3, 7.4, and 7.5 the maximum aggregate liability of each Party to the other under, arising from or in connection with any Order, whether arising in contract, tort (including negligence), or otherwise, shall not, during the first twelve (12) months of the term of the Order, exceed the total Charges paid or payable by Client for that period and thereafter shall not exceed the total Charges paid under the Order in the twelve (12) months preceding the date that the claim arose.
    3. Subject to clause 7.1 and without limiting the obligation on the Client to pay the Charges, neither party shall be liable for any:
      1. indirect, consequential or special loss;
      2. loss of profit;
      3. loss of business or contracts;
      4. loss of or corruption to data; and
      5. loss of goodwill or anticipated savings,
      however arising (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise), whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility (and, for the purposes of this clause 7.3 the term “loss” includes a partial loss or reduction in value as well as a complete or total loss).
    4. Subject to clauses 7.1.1, 7.1.2 and 7.1.5, EPM shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of:
      1. the use of any Deliverable except for its normal intended purpose;
      2. any adaptation or modification of any Deliverable, or integration or combination with any equipment, software, product or material not supplied by EPM, in each case carried out by anyone other than EPM or without EPM’s express written consent;
      3. any defect arising in any Deliverable as a result of misuse, wilful damage, negligence on the part of anyone other than EPM or its contractor(s) or any failure by the Client to follow any instructions of EPM as to use;
      4. the compliance by EPM with any design, specification or instructions provided by the Client or on the Client’s behalf; or
      5. any Client Data and/or Client Materials.
    5. The maximum aggregate liability of each Party to the other under their respective indemnity obligations at clauses 6.1 and 6.2 shall not exceed £500,000.
    6. Both Parties accept that the limitations and exclusions set out in an Order are reasonable having regard to all the circumstances.
  8. Confidential Information
    1. Each Party shall:
      1. only use the Confidential Information disclosed to it by the other for the purposes of the applicable Order; and
      2. not disclose to any third party any Confidential Information disclosed to it by the other without the other’s prior written agreement.
    2. Each party to the Order shall observe strict confidentiality as to the contents of the Order and the commercial relationships to which it relates.
    3. Clauses 8.1 and 8.2 shall not apply:
      1. to communications made in confidence between the parties and (i) their respective professional advisers and bankers and (ii) potential investors and their respective professional advisers and bankers;
      2. if disclosure is required by any applicable law, any regulatory authority, any court of competent jurisdiction or the rules of any stock exchange on which the shares of either party are listed; or
      3. to information that has come into the public domain otherwise than by reason of the default of the relevant party or its advisers.
    4. The contents of this clause 8 shall survive termination of the Order.
  9. Personal Data
    1. Both Parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a Party’s obligations under the Data Protection Legislation.
    2. The Parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and EPM is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
    3. The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to EPM for the duration and purposes of each Order and to reflect the rights and obligations of the Parties thereunder.
    4. Without prejudice to the generality of the Order, EPM shall, in relation to any Personal Data processed in connection with the performance by EPM of its obligations under each Order:
      1. process that Personal Data only on the written instructions of the Client unless EPM is required to do so by Data Protection Legislation (Applicable Data Protection Legislation). Where EPM is relying on Applicable Data Protection Legislation as the basis for processing Personal Data, EPM shall promptly notify the Client of this before performing the processing so required unless the Applicable Data Protection Legislation prohibit EPM from notifying the Client;
      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);
      3. ensure that all personnel of EPM who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
      4. not transfer any Personal Data outside of the United Kingdom or European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
        1. (a) the Client or EPM has provided appropriate safeguards in relation to the transfer;
        2. (b) the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
        3. (c) EPM complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
        4. (d) EPM complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
      5. 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 supervisory authorities or regulators;
      6. notify the Client without undue delay on becoming aware of a Personal Data breach;
      7. at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the Order unless required by Applicable Data Processing Law to store the Personal Data; and
      8. maintain accurate records and information to demonstrate its compliance with this clause 9.
    5. The Client consents to EPM appointing the third-party processor(s) named in the Order as third-party processors of Personal Data under the Order. EPM 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 9. As between the Client and EPM, EPM shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 9.
  10. Term, Rights of Suspension and/or Termination
    1. Each Order shall commence on the Effective Date and unless terminated earlier in accordance with clause 10.3 or 10.4, will remain in force until the end of the term of the Order.
    2. EPM may, acting reasonably, suspend the supply of any Service and/or Deliverable (or any part of a Service and/or any Deliverable) without liability to the Client in the event of any breach by the Client of any of its obligations under an Order (including any failure to pay any Charges when due).
    3. Either Party may, by written notice to the other Party immediately terminate all or any part of an Order if any of the following events occur:
      1. the other Party is in material breach of the Order which breach, if capable of being remedied, has not been remedied within thirty (30) days after the non-breaching Party has given to the breaching Party written notice of such breach;
      2. the other Party commits an irremediable breach of the Order;
      3. the other Party terminates its business activities or becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver, administrator or similar authority; or
      4. as otherwise provided in any Order.
    4. EPM may, by written notice to the Client, immediately terminate all or any part of an Order, if:
      1. the Client fails to pay any Charges in accordance with the Order (after having notified the Client that such payment is overdue and affording the Client not less than seven (7) further days in which to pay); or
      2. the Client infringes any of the Intellectual Property Rights of EPM.
    5. Any termination of all or part of an Order shall be without prejudice to any other rights or remedies a Party may be entitled to and shall not affect any rights or liabilities of either Party nor the coming into, or continuance in, force of any provision in the Order which is expressly or by implication intended to come into, or continue, in force on or after such termination.
    6. Upon any termination of all or part of an Order the relevant rights and licences granted to the Client under the part/s of the Order being terminated shall also terminate and the Client shall immediately cease all use of the relevant Services.
    7. Within fourteen (14) days after the date of termination of all or part of an Order, the Client shall return any materials provided to it by EPM in connection with the part/s of the Order being terminated (other than any completed and fully paid for Deliverables) as well as any Confidential Information in its possession provided by EPM. If so requested by EPM, the Client shall furnish EPM with a certificate signed by a statutory officer of the Client verifying that this has been done.
  11. Non-Assignment
    The Client shall not be entitled to assign, novate or otherwise transfer all or any part of an Order or any of its rights under an Order to any third party, including by way of sale of assets, merger or consolidation, without the prior written consent of EPM (which shall be in EPM’s sole discretion).
  12. Notices
    Any notice required or permitted under an Order or required by law must be in writing and must be: (a) delivered in person, or (b) sent by registered or certified mail, return receipt requested, in each case forwarded to the appropriate address set out on the Order. Either Party may change its address for notice by written notice to the other Party given in accordance with this clause 13. Notices will be considered to have been given: (i) at the time of actual delivery in person, or (ii) three (3) Business Days after mailing.
  13. Miscellaneous
    1. Any warranties set out in an Order are exclusive and in lieu of all other warranties, express or implied, including any implied warranties of satisfactory quality, fitness for a particular purpose, and any warranties arising by statute or otherwise in law or from course of dealing, course of performance, or use of trade and whether written or oral, all of which are hereby excluded and disclaimed to the fullest extent permissible by law.
    2. No employee, agent, representative or affiliate of EPM has authority to bind EPM to any oral representations or warranty concerning the Services and any written representation or warranty not expressly contained in an Order shall be unenforceable (except that this shall not exclude liability for fraudulent misrepresentation).
    3. Both Parties agree that damages may not be an adequate remedy in respect of any breach of an Order and in addition to all other remedies that either Party may be entitled to as a matter of law each Party shall be entitled to apply for injunctive relief and any other form of equitable relief available in order to enforce the provisions of an Order.
    4. Neither party shall be liable for any failure, interruption or delay in the performance of its obligations under the Order, in whole or in part, if such delay or failure is due to any Force Majeure Event.
    5. Both parties shall make all reasonable efforts to minimise the effect of any such Force Majeure Event upon the performance and fulfilment of the Order and shall meet as soon as possible and in any event within five (5) Business Days from the date of notice of any Force Majeure Event to discuss any action that can reasonably be taken to avoid delays.
    6. A Force Majeure Event shall not limit or exclude the liability of either party under an Order for making payments when due.
    7. Any waiver of the provisions of an Order or of a Party’s rights or remedies under an Order must be in writing to be effective. Failure, neglect or delay by a Party to enforce the provisions of an Order or its rights or remedies at any time will not be construed or be deemed to be a waiver of such Party’s rights under the Order and will not in any way affect the validity of the whole or any part of the Order or prejudice such Party’s right to take subsequent action.
    8. If any provision of an Order is held for any reason to be ineffective or unenforceable, this shall not affect the validity or enforceability of any other provision of the Order or the Order as a whole. If any provision of an Order is so found to be ineffective or unenforceable but would be effective or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it effective and enforceable.
    9. Each Order contains the entire agreement of the Parties with respect to the subject matter of the Order and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect to the subject matter.
    10. An Order (including any description of the Services and/or Deliverables to be provided) may not be altered or modified in any way other than by the express written consent of a duly authorised representative on behalf of each of the Parties, which must be captured in writing, signed by each such duly authorised representative.
    11. The Client agrees that upon execution of an SOW, EPM may issue a press release announcing that it has entered into a contract with Client. Additionally, EPM may on an ongoing basis during the term of any Order use the Client’s name and logo on any EPM website and in press releases, product brochures and financial reports indicating that the Client is a client of EPM.
    12. All variations to an Order (including to all legal terms applicable to it) must be agreed, set out in writing and signed on behalf of both Parties before they take effect.
    13. Except to the extent that an Order expressly provides otherwise, nothing in an Order shall or is intended to create a partnership or joint venture between the Parties, constitute one Party as agent of the other or give either Party authority to make or enter into commitments, assume liabilities or pledge credit on behalf of the other Party. Neither Party may act as if it were or represent (expressly or by implying it) that it is, an agent of the other or has such authority.
    14. Each Party shall:
      1. comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including the Bribery Act 2010 (Anti-bribery Laws) and that it does not commit (or procure the commission of) any breach of any Anti-bribery Laws or do anything which would cause any other Party to commit;
      2. comply with applicable anti-slavery and human trafficking laws, statutes, and regulations from time to time in force including the Modern Slavery Act 2015; and
      3. not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK.
    15. A person who is not a party to an Order may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.
    16. Nothing in an Order shall prevent any Party, in cases in which interim, injunctive or declaratory relief is required, or where the right to issue proceedings would be prejudiced by the impending expiration of any applicable limitation period, from commencing proceedings and pursuing claims before a court of competent jurisdiction.
    17. Each Order shall be construed in accordance with English law and the Parties irrevocably submit to the exclusive jurisdiction of the English courts with respect to any dispute under the Order.