Node Legal and Privacy

Legal and Privacy

Node Digital Ltd (a Company incorporated in England No. 14796571) understands that your privacy is important to you and that you care about how your personal data is used. We respect and value the privacy of everyone who visits this website ("Our Site") and will only collect and use personal data in ways that are described here, and in a way that is consistent with our obligations and your rights under the law.

Please read this Privacy Policy carefully and ensure that you understand it. Your acceptance of this Privacy Policy is requested, we require you to accept our Privacy Policy in respect of cookies used for tracking and analytics, and also if you submit data to us via forms contained within our website.

Definitions and interpretation
Information about us
What does this policy cover?
What is personal data?
What are my rights?
What data do you collect and how?
How do you use my personal data?
How long will you keep my personal data?
How and where do you store or transfer my personal data?
Do you share my personal data?
How can I control my personal data?
Can I withhold information?
How can I access my personal data?
How do you use cookies?
How do I contact you?
Changes to this privacy policy

Definitions and interpretation

In this Policy the following terms shall have the following meanings:

"Account" means an account required to access and/or use certain areas and features of Our Site;

"Cookie" means a small text file placed on your computer or device by Our Site when you visit certain parts of Our Site and/or when you use certain features of Our Site. Details of the Cookies used by Our Site are set out in Part 14, below; and

"Cookie Law" means the relevant parts of the Privacy and Electronic Communications (EC Directive) Regulations 2003.
Information about us

Our Site is owned and operated by Node Digital Ltd, a Company registered in England under company number 14796571.

Registered address: Stone House, Fulwood Park, Liverpool L17 5AG, UK.

London office: 81 Rivington Street, London EC2A 3AY, UK.

Liverpool office: 17 Mann Island, Liverpool, L3 1BP, UK.

VAT number: GB 443 2934 95.

We are registered Data Controllers with the Information Commissioners office in the UK, our data protection registration number is ZA3436219.

Data Protection Officer: Chris Evans

Email address: dpo at node dot uk

Telephone number: +44 20 7734 5004
What does this policy cover?

This Privacy Policy applies only to your use of Our Site. Our Site may contain links to other websites. Please note that we have no control over how your data is collected, stored, or used by other websites and we advise you to check the privacy policies of any such websites before providing any data to them.
What is personal data?

Personal data is defined by the UK GDPR and the Data Protection Act 2018 (collectively, "the Data Protection Legislation") as 'any information relating to an identifiable person who can be directly or indirectly identified in particular by reference to an identifier'.

Personal data is, in simpler terms, any information about you that enables you to be identified. Personal data covers obvious information such as your name and contact details, but it also covers less obvious information such as identification numbers, electronic location data, and other online identifiers.
What are my rights?

Under the Data Protection Legislation, you have the following rights, which we will always work to uphold:
1. The right to be informed about Our collection and use of your personal data. This Privacy Policy should tell you everything you need to know, but you can always contact us to find out more or to ask any questions using the details in Part 15.
2. The right to access the personal data we hold about you. Part 13 will tell you how to do this.
3. The right to have your personal data rectified if any of your personal data held by us is inaccurate or incomplete. Please contact us using the details in Part 15 to find out more.
4. The right to be forgotten, i.e. the right to ask us to delete or otherwise dispose of any of your personal data that we hold. Please contact us using the details in Part 15 to find out more.
5. The right to restrict (i.e. prevent) the processing of your personal data.
6. The right to object to us using your personal data for a particular purpose or purposes.
7. The right to withdraw consent. This means that, if we are relying on your consent as the legal basis for using your personal data, you are free to withdraw that consent at any time.
8. The right to data portability. This means that, if you have provided personal data to us directly, we are using it with your consent or for the performance of a contract, and that data is processed using automated means, you can ask us for a copy of that personal data to re-use with another service or business in many cases.
9. Rights relating to automated decision-making and profiling. We utilise automated profiling for the purposes of more efficiently matching applicants to job roles, this profiling is purely based on skills, experience and in some cases location and the ability to communicate with our team in a specific language (usually English).
For more information about our use of your personal data or exercising your rights as outlined above, please contact us using the details provided in Part 15.

It is important that your personal data is kept accurate and up-to-date. If any of the personal data we hold about you changes, please keep us informed as long as we have that data.

Further information about your rights can also be obtained from the Information Commissioner's Office or your local Citizens Advice Bureau.

If you have any cause for complaint about our use of your personal data, you have the right to lodge a complaint with the Information Commissioner's Office.

We would welcome the opportunity to resolve your concerns ourselves, however, so please contact us first, using the details in Part 15.
What data do you collect and how?

Depending upon your use of Our Site, we may collect and hold some personal and non-personal data depending if it is automatically collected via tracking software mentioned within Part 14 or provided explicitly by you via our contact forms, job/freelancer application forms, or any other forms that may be present on the website from time to time. Please also see Part 14 for more information about our use of Cookies and similar technologies. We do not collect any 'special category' or 'sensitive' personal data unless you have chosen to include it (without request by us) as part of your CV/Resume for the purposes of a job application or freelancer/contractor position, for the avoidance of doubt we do not request or require 'special category' data and where it is stored within your CV, it is not processed. We do not collect any personal data relating to children or data relating to criminal convictions and/or offences. However, some of our clients require staff and freelancers/contractors to have passed a criminal record check to be able to gain access to their data, we would make you aware of this requirement if it arose and no checks would be carried out without your express knowledge or consent in writing.
How do you use my personal data?

Under the Data Protection Legislation, we must always have a lawful basis for using personal data. Our lawful basis for using your personal data is purely based on the reasons you have explicitly provided the personal data for on our forms and as described on the pages for such forms.

With your permission and/or where permitted by law, we may also use your personal data for marketing purposes, which may include contacting you by email, telephone or text with information on services, jobs, contracts etc relevant to you. You will not be sent any unlawful marketing or spam. We will always work to fully protect your rights and comply with our obligations under the Data Protection Legislation and the Privacy and Electronic Communications (EC Directive) Regulations 2003, and you will always have the opportunity to opt-out.

We use the following automated system for carrying out certain kinds of decision-making and/or profiling. If at any point you wish to query any action that we take on the basis of this or wish to request 'human intervention' (i.e. have someone review the action themselves, rather than relying only on the automated method), the Data Protection Legislation gives you the right to do so. Please contact us to find out more using the details in Part 15.
1. The following automated decision-making method(s) may be used:
  Checking if skillsets of a job candidate match those of a job applied for, for example if a designer applied for a programming role but had no experience in computer programming, they could be deemed unsuitable for that role and not be offered it as a result, or indeed be offered an alternative role or opportunity better suited to them.
2. The following automated profiling may take place:
  If a job requires a certain level of experience or a set of advanced skills, profiling may rank your application higher than those which are less of a match. A human review takes place of the list but would see the highest ranking (apparently most suited/appropriate) candidates first, if your profile contained missing information that had an adverse effect on your rating, this may result in you not being offered a role that you were more suited to than another candidate.
We will only use your personal data for the purpose(s) for which it was originally collected unless we reasonably believe that another purpose is compatible with that or those original purpose(s) and need to use your personal data for that purpose. If we do use your personal data in this way and you wish us to explain how the new purpose is compatible with the original, please contact us using the details in Part 15.

If we need to use your personal data for a purpose that is unrelated to, or incompatible with, the purpose(s) for which it was originally collected, we will inform you and explain the legal basis which allows us to do so. In some circumstances, where permitted or required by law, we may process your personal data without your knowledge or consent. This will only be done within the bounds of the Data Protection Legislation and your legal rights.
How long will you keep my personal data?

We will not keep your personal data for any longer than is necessary in light of the reason(s) for which it was first collected. Your personal data will therefore be kept for the following periods (or, where there is no fixed period, the following factors will be used to determine how long it is kept):

Type of data
How long we keep it
Identity information including CV/Resume for candidates that are live on our freelancer/contractor roster for receiving work from us.
Until 24 months where no contact, work or further consent to retain data has been obtained.
Identity information including CV/Resume for candidates who are deemed unsuitable to work for NodeDT or its clients at this present time but may be in the future.
24 months
Identity information including CV/Resume for candidates who are deemed wholly unsuitable to work for NodeDT or its clients.
180 days
Payment information including bank details.
No fixed period whilst there is a requirement to pay a contractor/freelancer, 24 months where no further work or contact has been retained or 180 days if the relationship has been ceased. Immediately removal at the request of the candidate.
How and where do you store or transfer my personal data?

We will store some of your personal data in the UK. This means that it will be fully protected under the Data Protection Legislation and we may store some of your personal daa within the European Economic Area (the "EEA"). The EEA consists of all EU member states, plus Norway, Iceland, and Liechtenstein. This means that your personal data will be fully protected under the EU GDPR and/or to equivalent standards by law. Transfers of personal data to the EEA from the UK are permitted without additional safeguards.

The security of your personal data is essential to us, and to protect your data, we take a number of important measures, including the following:
1. limiting access to your personal data to those employees, agents, contractors, and other third parties with a legitimate need to know and ensuring that they are subject to duties of confidentiality;
2. procedures for dealing with data breaches (the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, your personal data) including notifying you and/or the Information Commissioner's Office where we are legally required to do so.
Do you share my personal data?

We will not share any of your personal data with any third parties for any purposes, subject to the following exceptions.
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If we sell, transfer, or merge parts of our business or assets, your personal data may be transferred to a third party. Any new owner of our business may continue to use your personal data in the same way(s) that we have used it, as specified in this Privacy Policy.
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In some limited circumstances, we may be legally required to share certain personal data, which might include yours, if we are involved in legal proceedings or complying with legal obligations, a court order, or the instructions of a government authority.
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We may share your personal data with other companies in our group for achieving the objective you supplied the data for, for example if you supplied your CV/Resume for to become a freelancer or contractor we may share this with our related party companies that are of benefit to you. This includes subsidiaries and our holding company and its subsidiaries.
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If any personal data is transferred outside of the UK, we will take suitable steps in order to ensure that your personal data is treated just as safely and securely as it would be within the UK and under the Data Protection Legislation, as explained above in Part 9.
How can I control my personal data?
1. In addition to your rights under the Data Protection Legislation, set out in Part 5, when you submit personal data via Our Site, you may be given options to restrict Our use of your personal data. In particular, we aim to give you strong controls on Our use of your data for direct marketing purposes (including the ability to opt-out of receiving emails from us which you may do by unsubscribing using the links provided in our emails).
2. You may also wish to sign up to one or more of the preference services operating in the UK: The Telephone Preference Service ("the TPS"), the Corporate Telephone Preference Service ("the CTPS"), and the Mailing Preference Service ("the MPS"). These may help to prevent you receiving unsolicited marketing. Please note, however, that these services will not prevent you from receiving marketing communications that you have consented to receiving.
Can I withhold information?

You may access Our Site without providing any personal data at all. However, to use all features and functions available on Our Site you may be required to submit or allow for the collection of certain data.
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You may restrict our use of Cookies. For more information, see Part 14.
How can I access my personal data?

If you want to know what personal data we have about you, you can ask us for details of that personal data and for a copy of it (where any such personal data is held). This is known as a "subject access request".
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All subject access requests should be made in writing and sent to the email or postal addresses shown in Part 15. To make this as easy as possible for you, a Subject Access Request Form is available for you to use. You do not have to use this form, but it is the easiest way to tell us everything we need to know to respond to your request as quickly as possible.
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There is not normally any charge for a subject access request. If your request is 'manifestly unfounded or excessive' (for example, if you make repetitive requests) a fee may be charged to cover our administrative costs in responding.
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We will respond to your subject access request in no longer than one month of receiving it. Normally, we aim to provide a complete response, including a copy of your personal data within that time. In some cases, however, particularly if your request is more complex, more time may be required up to a maximum of three months from the date we receive your request. You will be kept fully informed of our progress.
How do you use cookies?

Our Site may place and access certain first-party Cookies on your computer or device. First-party Cookies are those placed directly by us and are used only by us. We use Cookies to facilitate and improve your experience of Our Site and to provide and improve our services. We have carefully chosen these Cookies and have taken steps to ensure that your privacy and personal data is protected and respected at all times.
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All Cookies used by and on Our Site are used in accordance with current Cookie Law.
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Before Cookies are placed on your computer or device, you will be shown a pop-up requesting your consent to set those Cookies. By giving your consent to the placing of Cookies you are enabling us to provide the best possible experience and service to you. You may, if you wish, deny consent to the placing of Cookies; however certain features of Our Site may not function fully or as intended.
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Certain features of Our Site depend on Cookies to function. Cookie Law deems these Cookies to be "strictly necessary". These Cookies are shown in the list below. Your consent will not be sought to place these Cookies, but it is still important that you are aware of them. You may still block these Cookies by changing your internet browser's settings as detailed below, but please be aware that Our Site may not work properly if you do so. We have taken great care to ensure that your privacy is not at risk by allowing them.
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We use cookies for a number of reasons.
1. For statistical purposes to track how many users we have and how often they visit our websites. We collect information listing which of our pages are most frequently visited, and by which types of users and from which countries.
2. We use other organisations to collect anonymous user information, sometimes through cookies and web beacons, (information embedded in images which allow them to analyse how the website is being used and the number of visitors). By using the sites you are agreeing to the use of cookies as described.
3. We use Google Analytics on our sites for anonymous reporting of site usage and for advertising on the site. If you would like to opt-out of Google Analytics monitoring your behaviour on our sites please use this link.
How do I contact you?

To contact us about anything to do with your personal data and data protection, including to make a subject access request, please use the following details (for the attention of The Data Protection Officer):
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Email address: dpo at tokyo dot uk

Telephone number: +44 20 7734 5004
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Postal Address: 17 Mann Island, Liverpool L3 1BP, UK.
Changes to this privacy policy

We may change this Privacy Notice from time to time. This may be necessary, for example, if the law changes, or if we change our business in a way that affects personal data protection.

Any changes will be immediately posted on Our Site and you will be deemed to have accepted the terms of the Privacy Policy on your first use of Our Site following the alterations. We recommend that you check this page regularly to keep up-to-date. This Privacy Policy was last updated on 22 December 2023.

Disclaimer

This website is owned and operated by Node Digital Ltd a Company registered in England under company number 14796571.

Registered address: Stone House, Fulwood Park, Liverpool L17 5AG, UK.

London office: 81 Rivington Street, London EC2A 3AY, UK.

Liverpool office: 17 Mann Island, Liverpool, L3 1BP, UK.

VAT number: GB 443 2934 95 (Group Registration)

We are registered Data Controllers with the Information Commissioners office in the UK, Our data protection registration number is ZA3436219.

The information contained in this Site is for general guidance on matters of interest only. The application and impact of laws can vary widely based on the specific facts involved. Given the changing nature of laws, rules and regulations, and the inherent hazards of electronic communication, there may be delays, omissions or inaccuracies in information contained in this Site. Accordingly, the information on this Site is provided with the understanding that the authors and publishers are not herein engaged in rendering professional advice or services. Any information on this Site should not be used as a substitute for consultation with competent advisers. Before making any decision or taking any action, you should consult with a Tokyo Digital professional.

NodeDT is not responsible for any errors or omissions, or for the results obtained from the use of this information. All information in this Site is provided “as is”, with no guarantee of completeness, accuracy, timeliness or of the results obtained from the use of this information, and without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose. In no event will NodeDT or its associates or related companies, or the partners, agents or employees thereof be liable to you or anyone else for any decision made or action taken in reliance on the information in this Site or for any consequential, special or similar damages, even if advised of the possibility of such damages.

Certain links in this Site connect to other websites maintained by third parties over whom NodeDT has no control. NodeDT makes no representations as to the accuracy or any other aspect of information contained in other websites.

NodeDT does not warrant or offer any assurances that the website is compatible with any user’s computer equipment or network through which access to the website is gained or that the use of the website will not lead to viruses or similar destructive software. Users are responsible for ensuring that their own equipment has appropriate security and virus protection features.

This disclaimer shall be governed by and construed in accordance with English laws and the Courts of England shall have exclusive jurisdiction.

This copy was last updated on 20 December 2023

Terms

NodeDT terms For the Sale of Services (“Conditions”)

Interpretation
1. The definitions and rules of interpretation in this clause apply in these terms and Conditions.
  
  Contract: the Client’s purchase order and the Supplier’s acceptance of it under clause 3.
  
  Client: the person, firm or company who purchases Services from the Supplier.
  
  Client’s Project Manager: the Client’s manager for the Project appointed in accordance with clause 5.1(a).
  
  Deliverables: all products and materials developed by the Supplier in relation to the Project in any media, including, without limitation, computer programs, data, diagrams, artwork, designs, drawings, websites, apps, reports and specifications (including drafts).
  
  Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
  
  Pre-existing Materials: materials which existed before the commencement of the Project belonging to either party and including all materials belonging to the Client that it supplies to the Supplier in order for the Supplier to perform the Services.
  
  Project: the project as described in the Project Plan.
  
  Project Milestone: a date by which a part of the Project is estimated to be completed, as set out in the Project Plan.
  
  Project Plan: the detailed plan describing the Project and setting out the estimated timetable (including Project Milestones) and responsibilities for the provision of the Services by the Supplier in accordance with the Contract.
  
  Services: the services to be provided by the Supplier under the Contract (including the Project Plan).
  
  Supplier: Node Digital Ltd, a company incorporated in England and Wales with company number 14796571 whose trading address is at 81 Rivington Street, London EC2A 3AY, UK and registered office is at Stone House, Fulwood Park, Liverpool L17 5AG, UK.
  
  Supplier’s Project Manager: the Supplier’s manager for the Project, appointed in accordance with clause 4.7.
  
  VAT: value added tax chargeable under English law for the time being and any similar additional tax.
2. Headings do not affect the interpretation of these Conditions.
Application of Conditions

These Conditions apply to and be incorporated in the Contract to the exclusion of any other inconsistent terms or any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
Effect of Purchase Order

The Client’s purchase order constitutes an offer by the Client to purchase the Services specified in it on these Conditions; accordingly, the Supplier’s written acknowledgement of the purchase order form, or the Supplier’s commencement or execution of work pursuant to the purchase order, shall establish a contract for the supply and purchase of those Services on these Conditions.
Supplier’s Obligations
1. The Supplier shall provide the Services with reasonable skill and care and use reasonable endeavours to manage and complete the Project, and to deliver the Deliverables to the Client, in accordance in all material respects with the Project Plan.
2. Unless otherwise stated, in the applicable Project Plan, any charges quoted for the “design” stage of the Services shall include only one round of amendments requested by the Client. Any additional amendments requested by the Client will be charged in accordance with the Supplier’s standard daily fee rates as amended from time to time or at a fixed cost, whichever is agreed between the parties.
3. The Supplier shall use reasonable endeavours to meet the performance dates specified in the Project Plan, but such time is not of the essence of this Contract.
4. If the Supplier’s performance of its obligations under the Contract is delayed by any act or omission of the Client or the Client’s agents, sub-contractors or employees (including, but not limited to, delays in Client responses to requests from the Supplier for clarification or more information in relation to the Project), the Supplier shall not be liable for failing to meet the performance dates set out in the Project Plan and these shall be extended accordingly and any additional costs incurred by the Supplier as a result of the delay shall be agreed between the parties. The Client shall not unreasonably withhold or delay giving its agreement to any such additional costs notified by the Supplier.
5. Where the Project Plan includes the development or creation of a mobile application which is required to be submitted to the relevant application operator (iOS or Android), for approval before it can be launched on the platform, any timescales provided by the Supplier are estimates only and the parties acknowledge and agree that acceptance on to the relevant platform is entirely at the discretion of the application platform operator. The Supplier is therefore not liable for any related delays whatsoever, including where the approval process results in any missed Project Milestones or any other deadlines set out in the Project Plan.
6. Where the Project Plan includes the development or creation of a website, the parties acknowledge and agree that search engine performance rankings are set entirely at the discretion of the search engine operator and the Supplier therefore has no liability whatsoever in relation to search engine performance rankings.
7. The Supplier shall appoint the Supplier’s Project Manager who shall have authority to contractually bind the Supplier on all matters relating to the Project. The Supplier’s Project Manager may be replaced from time to time where necessary in the interests of the Supplier’s business.
8. The Supplier shall not be liable for events that are outside of its control including but not limited to changes to or failure of a third party’s systems, processes or licensing arrangements.
9. Warranty:
  - For a period of 30 days from the date on which the Services are capable of being used operationally by the Client (the “Warranty Period”) the Supplier ensures that the Services will conform in all material respects with any descriptions, standards and specifications set out in the Project Plan.
  - In the event of any non-conformance with paragraph 4.9 (a) above (“Non-Conformance”) being reported to the Supplier within the Warranty Period which has arisen due to the fault of the Supplier, there shall be no additional charge to the Client for work undertaken by the Supplier to remedy such Non-Conformance. If any Non-Conformance is reported outside of the Warranty Period, all work undertaken by the Supplier to remedy such Non-Conformance shall be charged at the Supplier’s standard daily rate fees as amended from time to time or as otherwise agreed in writing by the parties.
  - The warranty in this clause 4.9 does not cover any Non-Conformance that has arisen due to the acts or omissions of any party other than the Supplier. This includes, but is not limited to, any Non-Conformance that has arisen in relation to, or due to changes or updates to, third party software. All work undertaken by the Supplier to remedy such Non-Conformance arising from third party software or changes to the same shall be charged at the Supplier’s standard daily rate fees as amended from time to time or as otherwise agreed in writing by the parties.
Client’s Obligations
1. The Client shall:
  - co-operate with the Supplier in all matters relating to the Project and appoint the Client’s Project Manager, who shall have the authority to contractually bind the Client on matters relating to the Project;
  - provide in a timely manner such access to the Client’s premises, materials and data, as is requested by the Supplier and necessary for performance of the Services;
  - provide in a timely manner such information as the Supplier may request, and ensure that such information is accurate in all material respects; and
  - be solely responsible for obtaining and complying with all third party licences that the Supplier advises it are necessary for the performance of the Services or use of the Deliverables, unless agreed otherwise in writing by the Supplier.
2. If the Supplier’s performance of its obligations under the Contract is prevented by any act or omission of the Client or the Client’s agents, sub-contractors or employees, the Client shall pay to the Supplier on demand all reasonable costs incurred by it resulting from that prevention subject to the Supplier confirming such costs to the Client in writing.
Charges & Payment
1. The total price for the Services shall be the amount set out in the Project Plan. The total price shall be paid to the Supplier (without deduction or set-off) in instalments as set out in the Project Plan on its achieving the corresponding Project Milestone. On achieving a Project Milestone, the Supplier shall invoice the Client for the charges that are then payable, together with expenses and the costs of materials (and VAT, where appropriate), calculated as provided in clause 6.2.
2. The charges contained in the Project Plan exclude VAT, which the Supplier shall add to its invoices at the appropriate rate.
3. The Client shall pay each invoice submitted to it by the Supplier in full, and in cleared funds, within 30 days of receipt.
4. Without prejudice to any other right or remedy that the Supplier may have, if the Client fails to pay the Supplier on the due date the Supplier may:
  - charge interest on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. The Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
  - suspend all Services until payment has been made in full.
5. Time for payment shall be of the essence of the Contract.
6. All payments payable to the Supplier under the Contract shall become due immediately on termination of the Contract, despite any other provision. This clause is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
7. The Supplier may, without prejudice to any other rights it may have, set off any liability of the Client to the Supplier against any liability of the Supplier to the Client.
Client’s Pre-Existing Materials
1. Where the Client provides Pre-existing Materials to the Supplier for its use to perform the Services, such Pre-existing Materials must adhere to the following content standards and designs.
2. Copy must be within certain character limits and adhere to a certain layout which the Supplier will specify to the Client in advance where required;
  - images and videos must be a certain size and in a certain format which the Supplier will specify to the Client in advance where required; and
  - all Client Pre-existing Materials must be of the quality standard requested by the Supplier.
3. Where Pre-existing Materials provided by the Client do not comply with clause 7.1, the Supplier may, at its discretion, alter the format of such Pre-existing Materials and additional costs for the same will be incurred by the Client, either in accordance with the Supplier’s standard daily fee rates as amended from time to time or at a fixed cost, whichever is agreed between the parties.
Intellectual Property Rights
1. All Pre-existing Materials provided by each party to the other and all Intellectual Property Rights therein shall remain the property of the party that provided them. The Client grants the Supplier a non-exclusive licence to use the Pre-existing Materials belonging to the Client for the sole purpose of providing the Services to the Client.
2. The Client warrants that it has obtained all relevant permissions and rights for the use of any Pre-existing Materials that it provides that are owned by, or were otherwise created by, a third party.
3. The Client agrees to fully indemnify and hold the Supplier harmless from any and all claims for Intellectual Property infringement that may arise out of the Client’s breach of clause 8.2.
4. The Supplier shall retain all Intellectual Property Rights in the Deliverables created by it under the Contract until all charges under the Contract are paid in full by the Client.
5. Upon receipt by the Supplier of all sums due to it under the Contract in full and cleared funds, the Supplier assigns to the Client all Intellectual Property Rights in relation to strategy, designs and materials created under the agreement, except for underlying source code (see clause 8.6).
6. All Intellectual Property Rights in underlying source code (including but not limited to libraries, modules, scripts, algorithms and data functions) shall remain the property of the Supplier. On receipt by the Supplier of all sums due to it under the Contract in full and cleared funds, the Supplier grants to the Client free of charge a non-exclusive, irrevocable, worldwide licence to use the Intellectual Property Rights in the underlying libraries of code to such extent as is necessary to enable the Client to make reasonable use of the Deliverables and the Services as is envisaged by the parties.
Confidentiality & Supplier’s Property
1. The Supplier and the Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, initiatives and Pre-existing Materials which are of a confidential nature and have been disclosed by the other party, together with any other confidential information concerning the other party’s business, affairs, products, customers, suppliers, pricing structures, plans and market intentions which it may obtain. Each party shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging its obligations under the Contract, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Supplier and the Client.
2. Clause 9.1 above shall not apply to any information that:
  - is or becomes generally available to the public other than as breach of these Conditions;
  - was available to a party on a non-confidential basis prior to disclosure;
  - was, is or becomes available to a party on a non-confidential basis from a person who, to that party’s knowledge, is not bound by a confidentiality agreement with the other party or otherwise prohibited from disclosing the information; or
  - the parties agree in writing is not confidential or may be disclosed.
3. This condition 9 shall survive termination of the Contract, however arising.
Limitation of Liability
1. The following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client arising under or in connection with the Contract, including liability in contract, tort (including negligence, misrepresentation, restitution or otherwise).
2. All warranties, Conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
3. Nothing in these Conditions excludes the liability of the Supplier:
  - for death or personal injury caused by the Supplier’s negligence; or
  - for fraud or fraudulent misrepresentation.
4. Subject to clause 10.2 and clause 10.3:
  - the Supplier shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for loss of profits; or loss of business; or depletion of goodwill or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
  - the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the lesser of the price paid for the Services under the Project Plan to which the liability relates or £2 million.
Termination
1. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may, without liability to the other, terminate the Contract with immediate effect by giving [written notice] to the other party if:
  - the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
  - 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), obtaining a moratorium, 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  - the other party ceases, or threatens to cease, to trade; or
  - the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
2. Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.
3. On termination of the Contract for any reason:
  - the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt;
  - each party shall return all of the others Pre-existing Materials and the Client shall return any Deliverables which have not been fully paid for. Until they have been returned, the holding party shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
  - the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, 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; and
  - clauses which expressly or by implication have effect after termination shall continue in full force and effect.
Force Majeure
The Supplier shall have no liability to the Client under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
Waiver
1. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
2. A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
3. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
Severance
1. If any provision of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
Entire Agreement
1. 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.
2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.
Variation
No variation of the Contract shall be effective unless it is in writing and signed by both parties (or their authorised representatives)
Assignment
1. The Client shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
2. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
Third Party Rights
The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and 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.
Notices
Any notice under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address as set out in the Contract, or such other address as may have been notified by that party for such purposes. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
Governing Law & Jurisdiction
1. The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England.
2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).