1.1. ‘Additional Term’ means any term of this Agreement which is subsequent to the expiry of the Minimum Term, set out in the Order
1.2 ‘Agreement’ means these General Terms and Conditions and any Order(s), Supplemental Terms and Service Schedules, all of which, taken together constitute the agreement
between the parties for the supply of Goods and Services.
1.3 ‘Applicable Service’ means a Service or part thereof for which LIMEHOUSE STUDIOS LTD makes an express commitment in relation to performance and sets out remedies
in theevent of failure to meet such commitment.
1.4 'Commencement Date' means the date of commencement of this Agreement, as set out on the Order, which is the date of the Customer’ssignature of the Order.
1.5 ‘Contract’ means the contract in subject for LIMEHOUSE STUDIOS LTD to sell and the Customer to buy Services and/or Equipment.
1.6 'Confidential Information' means information, documentation,know-how, data, diagrams, specifications or other materials (digital, writtenor oral), belonging to the other and
the other concerning the business and affairs of theother, and in the case of LIMEHOUSE STUDIOS LTD, Customer Data and Customer information.
1.7 ‘Customer Data’ means confidential data that is the propertyof the Customer.
1.8 ‘Customer Information’ means information supplied by the Customer (including names, email addresses, telephone numbers) which is required by LIMEHOUSE STUDIOS LTD
to enable it to deliver the Services under the terms of this Agreement.
1.9 ‘Equipment’ means telephony and IT hardware, includingtelephone handsets, workstations, servers, routers and switches.
1.10 ‘Force Majeure’ means an event affecting the performance by aparty of its obligations under this Agreement, arising from circumstances beyond its reasonable control,
including flood, fire, earthquake, war, tempest,hurricane, industrial action (except any industrial action relating to LIMEHOUSE STUDIOS.
LTD, its subcontractors or suppliers or any other failure in LIMEHOUSE STUDIOS LTD's supply chain), government restrictions, legislation,act of God or any other occurrence of a
1.11 ‘General Terms and Conditions’ means these General Terms and Conditions.
1.12 'Goods' means any goods supplied by LIMEHOUSE STUDIOS LTD to the Customer.
1.13 'Group' means in relation to either party, itself and each of its holding companies or subsidiaries for the time being and any subsidiary of any such holding company and the
terms ‘holding’, ‘company’ and ‘subsidiary’shall have the meanings given to them in the Companies Act 2006.
1.14 ‘Hour’ means clock hour, which may fall outside of the Working Day.
1.15 'Intellectual Property' means all intellectual property, including patents, utility models, trade and servicemarks, trade names, domain names, rights in designs, copyrights, moral
rights,rights in databases, trade secrets and know-how, in all cases whether or not registered or able to be registered and including registrations and applications for registration
of any of these and rights to apply for the same, rights to receive equitable remuneration in respect of any of these 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.
1.16 ‘Intellectual Property Rights’ (‘IPR’) means the right to title to Intellectual Property;
1.17 ‘Issue’ means any defect or failure in the Services. 1.18 ‘Loan Equipment’ means Equipment that is loaned to theCustomer by LIMEHOUSE STUDIOS LTD under the terms of
this Agreement, to which LIMEHOUSE STUDIOS LTD shall retain title.
1.19 ‘Minimum Term’ means the initial term of this Agreement, asset out in the Order.
1.20 ‘Order’ means the hard copy or online order form (which maybe attached to these terms, completed online by the Customer or supplied by LIMEHOUSE STUDIOS LTD to the
Customer) or written otherwise instruction which sets out the Goods to be supplied and summary of Services to be delivered.
1.21 ‘Rented Equipment’ means Goods that shall be rented to theCustomer and to which LIMEHOUSE STUDIOS LTD shall retain title.
1.22 ‘RFS Date’ (Ready For Service Date) means the date from whichthe Services are available for use (at all sites) by the Customer, as notified by LIMEHOUSE STUDIOS LTD.
1.23 ‘Services’ means services provided to the Customer by LIMEHOUSE STUDIOS LTD under the terms of this Agreement.
1.24 'Service Component' means an individual component of theServices which is separately itemised on the Order and described in theSchedules.
1.25 'Service Schedule' means the schedule which forms part of anyservice-specific Supplement attached here to which sets out the detailed services to be provided and any
applicable service levels. 1.26 'Software' means any software and associated documentationprovided by LIMEHOUSE STUDIOS LTD to the Customer or its end users pursuant
to this Agreement or used by LIMEHOUSE STUDIOS LTD to provide the Services,including any software which is embedded in the Equipment.
1.27 ‘Supplemental Terms’ means service-specific supplementary terms and conditions and its associated Service Schedule.
1.28 'Working Day' means 9.00am to 5.00pm Monday to Friday,excluding Bank and Public Holidays.
1.29 ‘Working Hour’ means any hour within the Working Day.
The parties to thisAgreement are (I) LIMEHOUSE STUDIOS LTD, Company number 04491989 whoseregistered office is at 8 St. Andrews Way, Bromley By Bow, London E3 3PB
and(II) the Customer, whose name and place of business are set out on the Order.
3.1 These General Terms govern the overall relationship of the parties to this Agreement in relation to the Services provided by LIMEHOUSE STUDIOS LTD to the Customer. The
Services to be provided to the Customer shall be as set out on the Order and will be subject to any applicable Supplemental Terms.
3.2 LIMEHOUSE STUDIOS LTD shall provide the Services to the Customer in the manner and on the terms of the Order, these General Terms and Conditions and any applicable
3.3 From time to time, the Customer may engage LIMEHOUSE STUDIOSLTD to provide additional Services under the terms of additional Supplemental Terms and relevant Order,
which shall be incorporated into and subject to the terms of this Agreement. In the event that any Services or Goods are suppliedby LIMEHOUSE STUDIOS LTD which are not
and conditions subject to an Order, these terms and conditions and any applicable Supplemental Terms shall apply to the provision of such Goods and Services.
3.4 In the event of a conflict between the terms set out on therelevant Order, these General Terms and Conditions or the terms and conditions set out in the relevant
Supplemental Terms, the following order of precedence shall apply:
3.4.1 The terms in the Order;
3.4.2 The terms in the Supplemental Terms and any attached theirattached Service Schedules;
3.4.3 The terms of these General Terms and Conditions.
3.5 In this Agreement:
3.5.1 The words ‘including’ and ‘includes’ when followed by particular examples shall be construed as illustrative and not exhaustive;
3.5.2 Words of a technical nature shall be construed in accordancewith the relevant common usage in the information technology industry in the United Kingdom;
3.5.3 References to a ‘person’ include a natural person, bodycorporate, unincorporated body of persons, individual, company, firm,government, state or agency of the state;
3.5.4 References to the singular includes the plural and viceversa; 3.5.5 Headings to clauses have been inserted for convenience of reference only and should not be construed
as forming part of this Agreement;
3.5.6 A reference to a statute, statutory provision, order,regulation instrument or other subordinate legislation is a reference to that statute, statutory provision, order, regulation,
instrument or othersubordinate legislation and amendments and re-enactments made to such from timeto time;
3.5.7 A reference to a regulatory authority or other competentbody shall be deemed to include any successor authority or body;
3.5.8 A reference to the parties is a reference to LIMEHOUSESTUDIOS LTD and the Customer and a reference to a party is a reference to oneof them;
3.5.9 All periods expressed in days shall mean calendar daysunless expressly stated otherwise;
3.5.10 Copyright in supplier and other third party product andservice names is acknowledged.
4.COMMENCEMENT AND TERM
4.1 This Agreement shall be deemed to come into effect on theCustomer’s signature of the Order and shall run until the RFS Date and then from the RFS Date for the Minimum
Term set out in the Order. Thereafter, this Agreement shall either continue to run or terminate in accordance with the terms of the applicable Supplemental Terms.
4.2 Additional Supplemental Terms shall come into force on thedate specified in the relevant Order and shall continue in force untilterminated in accordance with those
Supplemental Terms or the terms of these General Terms and Conditions.
4.3 The termination of any particular Services provided inaccordance with its specific Supplemental Terms shall not affect any other Services provided under the terms of any
other Supplemental Terms or these General Terms and Conditions save that on termination of the Services provided in accordance with the terms of the last surviving
Supplemental Terms, the entire Agreement shall be deemed terminated.
5. LIMEHOUSE STUDIOS LTD’S OBLIGATIONS
During the term of this Agreement, and subject to the performance by theCustomer of its obligations hereunder, LIMEHOUSE STUDIOS LTD shall:
5.1 Immediately notify the Customer when it becomes aware of theRFS Date or any subsequent change there to.
5.2 Provide the Services set out in the Order, in accordance withthe relevant Supplemental Terms and associated Service Schedule, including:
5.2.1 The delivery and if set out in the Order, installation ofpre-configured Equipment at the Customer’s site(s), set out in the Orders;
5.2.2 The provision of training in the use of the Equipment andServices as agreed; and
5.2.3 Making timely responses to Issues raised by the Customer andmake reasonable endeavours to resolve any Issues in the Services provided
by LIMEHOUSE STUDIOS LTD according to the service level or targets set out in therelevant Service Schedule.
5.3 Warrant that it and its suppliers hold and shall continue to maintain all licences, authorisations, approvals and consents necessary to allow
LIMEHOUSE STUDIOS LTD, its suppliers and subcontractors to provide the Services In accordance with all Applicable Laws.
5.4 Being engaged by the Customer for its professional expertise,LIMEHOUSE STUDIOS LTD warrants that the Services shall be performed by
competent staff, exercising a level of skill appropriate to their responsibilities.
5.5 Without prejudice to any other remedy to which the Customer may be endtitled under the terms of this Agreement, promptly make good any failure to perform the Services
arising from a failure of LIMEHOUSE STUDIOS LTD, its employees, subcontractors or suppliers at no charge to the Customer.
5.6 Without prejudice to its other obligations or responsibilities, ensure that when any of its obligations are performed on theCustomer’s premises all rules and instructions in
force and published thereatare complied with.
5.7 Make reasonable endeavours to provide reasonable notice of anybona fide restriction which, for operational reasons LIMEHOUSE STUDIOS LTD may place on the Services.
5.8 Take full ownership of any Faults in the Services as properly reported to LIMEHOUSE STUDIOS LTD and maintain ownership until such Fault is resolved; however
LIMEHOUSE STUDIOS LTD does not guarantee that it will fix all Faults.
5.9 Work directly with its suppliers if such suppliers are involved in the resolution of particular Faults.
5.10 Recognising that the Services may be used in conjunction withservices, software and equipment that may be provided and maintained by third parties (i.e. suppliers other
than LIMEHOUSE STUDIOS LTD and its suppliers):
5.10.1 Whilst LIMEHOUSE STUDIOS LTD cannot assume responsibility for the repair of any third party Faults, it will however assist the Customerin the tracing and identification of
problems incurred by the Customer which prove not directly attributable to the Services;
5.10.2 Where it is appropriate, LIMEHOUSE STUDIOS LTD will also take reasonable steps to demonstrate to a third party supplier where the Faultlies;and
5.10.3 If such Fault(s) are shown not to result from the Services,LIMEHOUSE STUDIOS LTD shall be entitled to charge the Customer for work carried out, at its prevailing rates.
5.11 At the commencement of this Agreement and any subsequent Supplement hereto provide a target time-scale for the RFS Date and make reasonable endeavours to provide
Services by such date.
5.12 Make reasonable endeavours to ensure that it provides sufficient resources to perform its obligations under the terms of this Agreement.
6. CUSTOMER’S OBLIGATIONS
During the term of this Agreement and subject to the performance byLIMEHOUSE STUDIOS LTD of its obligations hereunder, the
6.1 If installation charges are indicated on the Order to be estimates, undertake to pay the actual charge incurred for the installation /implementation of the Equipment or Services.
6.2 Promptly report Faults and/or place calls for support services using the designated telephone number, email- address or client portal as notified to the Customer on
commencement of the relevant Supplement or as updated from time to time.
6.3 Provide suitably qualified personnel for such times as may be reasonably required by LIMEHOUSE STUDIOS LTD:
6.3.1 To promptly provide any information within the Customer’spossession or control which LIMEHOUSE STUDIOS LTD may reasonably require in order to perform its obligations;
6.3.2 To give LIMEHOUSE STUDIOS LTD information and assistance in identifying and correcting any malfunctions;
6.3.3 To receive and execute the appropriate corrective measures(or other instructions in relation to this Agreement) given by LIMEHOUSESTUDIOS LTD; and / or
6.3.4 To carry out diagnostic tests on the Equipment as requested by LIMEHOUSE STUDIOS LTD.
6.4 Allow LIMEHOUSE STUDIOS LTD, its subcontractors or agents proper access to the Customer’s premises and a suitable, safe working environment during the Working Day
and at other times as may be reasonably requested; and
6.4.1 Indemnify LIMEHOUSE STUDIOS LTD and its subcontractors for deathor personal injury claims that arise out of the Customer’s failure to comply with the provisions of this
clause, save where such claim arises out of the negligence of LIMEHOUSE STUDIOS LTD or its subcontractors.
6.5 Provide and prepare a suitable place for the installation of equipment necessary for the delivery of the Services (including availability of electrical supply and connection points)
in accordance with LIMEHOUSE STUDIOS LTD’s reasonable instructions.
6.6 If LIMEHOUSE STUDIOS LTD has to install Equipment at a third party’s site, seek all necessary permissions prior to LIMEHOUSE STUDIOS LTD gaining access to the site.
6.7 Following LIMEHOUSE STUDIOS LTD’s installation of Equipment atthe Customer’s site be responsible for replacing items of furniture and any necessary redecoration, provided
that any such damage is minor, cosmetic and reasonably incurred and;
6.7.1 If, prior to such installation LIMEHOUSE STUDIOS LTD becomes aware that damage will occur or re-decoration will be required, LIMEHOUSE STUDIOS LTD shall notify the
Customer prior to carrying out the installation work.
6.8 If LIMEHOUSE STUDIOS LTD sells loans or rents Equipment to the Customer to enable the delivery of the Services, the Equipment will be provided under the terms of
LIMEHOUSE STUDIOS LTD’s Supplemental Terms for the Sale,Rental or Loan of Equipment.
6.9 Ensure that the use of the Services complies with the acceptable use clauses set out in this Agreement and not cause LIMEHOUSESTUDIOS LTD or its suppliers to contravene
any legislation, regulation or authorisation.
6.10 Indemnify LIMEHOUSE STUDIOS LTD against all claims made by third parties arising from Faults in the Service.
6.11 Indemnify LIMEHOUSE STUDIOS LTD against all claims for-performance of services provided under agreements with third parties even if LIMEHOUSE STUDIOS LTD invoices the
Customer for such services.
6.12 Ensure that the existence of this Agreement does not breach the terms of any agreement made between theCustomer and any other party for the supply of similar services.
6.13 Disclose to LIMEHOUSE STUDIOS LTD any facts that are known or potential issues that are suspected which might have a material impact on the implementation of the
Services, including breach or potential breach of this Agreement.
6.14 In the event of a failure or interruption to the Services which has been investigated and or repaired by LIMEHOUSE STUDIOS LTD and found to be caused by the Customer or a third party
(not connected with or under the control of LIMEHOUSE STUDIOS LTD), pay any reasonable charges levied by LIMEHOUSE STUDIOS LTD inrespect of the work carried out.6.15 Warrant that it holds
and shall continue to maintain all licences, authorisations, approvals and consents:
6.15.1 Necessary to allow it to use the Services;6.15.2 Necessary for any data, including documentation, software or data which may be supplied to LIMEHOUSE STUDIOS LTD for the purpose of
assisting with the provision of the Services.
6.16 Save as provided by LIMEHOUSE STUDIOS LTD under the terms of this or another Agreement, provide allequipment necessary to enable access to the Services; and
6.16.1 Make all reasonable measures to ensure that such equipment used in conjunction with the Services isfree from viruses, worms, Trojan horses or any other malware.
7.1 Each of the parties to this Agreement agrees to use Confidential Information solely for the purposes of executing this Agreement and for the evaluation of future products and services. Neither party shall
disclose Confidential Information to any other person without the owner’s written consent except when it is deemed that such disclosure is required to execute this Agreement, in which case the disclosing party
will obtain binding commitment from the receiving party to keep such information confidential.
7.2 Each of the parties to this Agreement shall, and procure that its staff, agents, regulators and subcontractors shall, keep confidential all Confidential Information that it shall have obtained as a result of the
discussions leading up to or entering into or performance of this Agreement except:
7.2.1 To the extent that it can be shown that the information is publicly available other than through abreach of this Agreement;
7.2.2 To the extent that it can be shown that the information was lawfully in its possession prior to the dateof its disclosure by any other party;
7.2.3 To the extent that the receiving party may have received the information from a third party without(bona fide) restriction as to disclosure;
7.2.4 Where the receiving party receives or has received written consent to such disclosure from theparty entitled to such information;
7.2.5 To the extent that the receiving party may be required by law to make such disclosure, whereupon thereceiving party shall forthwith notify the disclosing party of such requirement and shall limit disclosure to
the portion of the Confidential Information which is legally required;
7.2.6 To the extent that it can be shown that such has been independently developed by the receiving party;
7.2.7 The parties agree in writing that such need not be kept confidential.7.3 Upon written request from the other party, either party will return to the other all copies of the Confidential Information obtained during
the performance of the Agreement within thirty days of such request.
7.4 Within sixty days of the date of termination of this Agreement, all Confidential Information and copies thereofshall be returned to the disclosing party, or at the disclosing party’s request, destroyed by the
7.5 Nothing in this clause shall prohibit LIMEHOUSE STUDIOS LTD from supplying the same or similar Goods or Services to other persons.
7.6 Neither party shall provide Confidential Information which has been received from the other in response to arequest made under the Freedom of Information Act 2000 prior to giving the other party no less than ten
Working Days to make its representations.7.7 Without prejudice to any other rights or remedies that the disclosing party may have, the receiving party agrees that if Confidential Information is used, disclosed or
threatened to be used or disclosed in breach of this clause7, the disclosing party shall be entitled, without proof of special damage, seek injunctive relief or other equitablerelief for any actual or threatened breach
of this clause.
7.7.8 The provisions of this clause 7 shall survive in perpetuity the termination of this Agreement, howsoever occasioned.
8. DATA PROTECTION
8.1 In this Agreement the terms:
8.1.1 ‘Data Protection Legislation’ means the Data Protection Act 2018, the General Data ProtectionRegulation (GDPR) EU2016/679, any amendments and re-enactments made thereto from time totime and any other
data protection regulations currently in force;
8.1.2 ‘Personal Data’, ‘Data Subject’, ‘Data Controller’, ‘Data Processor’,’ Subject Access Request’,‘Supervisory Authority’, ‘Process’ and ‘Processing’ shall have the meanings defined in theData Protection Legislation;
8.1.3 ‘Sub-Processor’ means a subcontractor or supplier to LIMEHOUSE STUDIOS LTD who ProcessesCustomer Data on LIMEHOUSE STUDIOS LTD’s behalf.
8.2 LIMEHOUSE STUDIOS LTD and the Customer each agree to comply with their respective obligationsunder the Data Protection Legislation and to maintain all necessary consents, registrations and notifications.
8.3 The parties to this Agreement agree that in relation to Customer Information that LIMEHOUSE STUDIOS LTDprocesses on its own behalf in order to provide its Services LIMEHOUSE STUDIOS LTD shall be a
Data Controller, not a joint Controller and, acting in the capacity of Data Controller shall:
8.3.1 Collect from the Customer, Process, use or share with its suppliers or subcontractors CustomerInformation that LIMEHOUSE STUDIOS LTD shall determine the purpose of Processing to enable it to provide
the Services, including:
a) Administration, tracking and fulfilment of Customer orders;
b) Management of Fault reports;
c) Administration of access to LIMEHOUSE STUDIOS LTD’s support portal;
d) Administration of access to the Services;
e) Raising and issuing invoices;
f) Management of this Agreement, including issuing notices and providing management reporting.
8.3.3 Not disclose to any person Customer Information other than to its suppliers, subcontractors oremployees who shall be placed under the same binding obligation of confidence and who needaccess to such
Customer Information to facilitate proper performance of their contractual obligations (in relation to this Agreement), to LIMEHOUSE STUDIOS LTD;
8.3.4 LIMEHOUSE STUDIOS LTD shall be entitled to use selected Customer Information and data pertaining to the Customer’s use of the Services to advise appropriate members of the Customer’s staff about additional
products, services and offers.
8.3.5 If the Customer does not consent to the provisions of sub-clause 8.3.3, it shall be entitled to notify LIMEHOUSE STUDIOS LTD and forthwith upon receipt of such notice LIMEHOUSE STUDIOS LTD shallcease to
advise the Customer about additional products, services and offers.
8.4 The parties agree that in relation to Personal Data contained within Customer Data that LIMEHOUSE STUDIOSLTD Processes on behalf of the Customer, the Customer shall be the Data Controller and LIMEHOUSE
STUDIOS LTD shall be the Data Processor and that under the terms of this Agreement:
8.4.1 The duration of Processing shall be limited to the duration of this Agreement and thereafter for as longas is required by Applicable Law following the termination thereof;
8.4.2 The nature of Processing is the transmission and storage of Customer Data as required to deliver theServices and the purpose of the Processing is the delivery of the Services to be delivered under theterms of this
8.4.3 The parties acknowledge that save email and internet protocol addresses, which may be transmittedvia the Services, types of Personal Data and categories of Data Subjects that may be included within the Customer
Data shall be determined exclusively by the Customer and LIMEHOUSE STUDIOS LTD shall not be privy to such information;
8.4.4 To the extent necessary to enable it to provide the Services, LIMEHOUSE STUDIOS LTD shall beentitled to and may transfer Customer Data and Customer Information outside of the European Economic Area or to an
international organisation, subject to its compliance with the terms of subclause 8.7.5;
8.4.5 This Agreement forms inter alia the Customer’s complete written instruction to Process Customer Data.
8.5 The Customer agrees that it shall be solely responsible for its compliance with its obligation under the DataProtection Legislation to take the necessary technical and organisational measures to ensure that Customer
Data is protected (to a level that is appropriate to the risks associated with Processing) against accidentaldestruction, damage, loss or disclosure where such Customer Data is:
8.5.1 Created within LIMEHOUSE STUDIOS LTD’s Infrastructure by the Customer using applications includingemail, desk-top applications, third party software and software developed by or for the Customer,including
such being executed in managed desktop and Infrastructure as a service environments;
8.5.2 Created within LIMEHOUSE STUDIOS LTD’s Infrastructure either automatically or in response to thirdparty user input using third party software or software developed by or for the Customer, includingweb-sites
8.5.3 Created and / or stored within LIMEHOUSE STUDIOS LTD’s Infrastructure by any other means,including telephone voice recording.
8.6 The Customer hereby agrees that certain Services LIMEHOUSE STUDIOS LTD provides under the terms of thisAgreement may be provided to
LIMEHOUSE STUDIOS LTD by one or more suppliers or subcontractors who inrespect of Personal Data, may act in the capacity of Sub-Processor; and
8.6.1 LIMEHOUSE STUDIOS LTD shall be entitled to change its suppliers or subcontractors at its solediscretion. For the avoidance of doubt, if LIMEHOUSE STUDIOS LTD appoints a Sub-Processor to Process Customer
Data or Customer Information on its behalf, LIMEHOUSE STUDIOS LTD shall remain fully liable to the Customer for the performance of that Sub-Processor’s data protection obligations;and
8.6.2 If LIMEHOUSE STUDIOS LTD elects to change a supplier or subcontractor who is acting in thecapacity of Sub-Processor, it shall notify the Customer without undue delay; and
a) If the Customer objects to the appointment of a Sub-Processor, the Customer shall notify LIMEHOUSE STUDIOS LTD within thirty days of the change and LIMEHOUSE STUDIOS LTD will address the objection in
accordance with the process set out in clause 18 hereof; and
b) LIMEHOUSE STUDIOS LTD shall be entitled to use the Sub-Processor until the objection is resolved;and
c) If the Customer does not object within thirty days of notification of the changed Sub-Processor,such change will be deemed acceptable to the Customer.
8.7 The Customer, in its capacity of Data Controller hereby authorises LIMEHOUSE STUDIOS LTD, in its capacity of Data Processor to Process Customer Data and to permit its suppliers and subcontractors, whether
direct or indirect, who may be acting in the capacity of Sub-Processor to Process Customer Data for the purposes ofperforming its obligations under this agreement, subject to LIMEHOUSE STUDIOS LTD’s, its suppliers’
and subcontractor’s compliance with the following conditions:
8.7.1 To restrict Processing of Customer Data to the transmission and storage thereof;
8.7.2 Notwithstanding the provisions of sub-clause 8.7.1, LIMEHOUSE STUDIOS LTD and / or its supplier(s)shall be entitled use and store information including origin, destination, duration, route and time
of data transmitted over its network services, exclusively for the purposes of:
a) Collating statistics for network planning purposes; and
b) Providing such information to government security agencies in response to specific requests.
8.7.3 Not to retain any copy (save as required for the provision of specific services under the terms of this Agreement, including backup and disasterrecovery services), abstract, summary or précis of the wholeor any part of
the Customer Data (save as set out in sub-clause8.7.2); permit its employees to do thesame and shall procure similar written, binding undertakings from its subcontractors and suppliers,who may be acting in the
capacity of Sub-Processor;
8.7.4 Not to modify any part of Customer Data or permit its employees to do the same and shall procuresimilar written, binding undertakings from its subcontractors and suppliers, who may be acting in the capacity of
8.7.5 Not to transfer Customer Data outside of the United Kingdom or European Economic Area or to aninternational organisation without complying with the provisions of the Data Protection Legislation regarding
inter alia the adequate level of protection of any Personal Data that may be contained therein, unless such transfer is required under Applicable Law in which case LIMEHOUSE STUDIOS LTD shall, provided that it is not
prevented from so doing under the Applicable Law, promptly notify theCustomer of such transfer.
8.7.6 To promptly notify the Customer if it becomes aware of any accidental destruction, disclosure or illegal Processing of Customer Data;
8.7.7 To undertake to implement appropriate processes and technology to ensure that:
a) The Processing of Customer Data meets the requirements of the Data Protection Legislation;
b) Customer Data is protected (to a level that is appropriate to the risks associated with Processing)against accidental destruction, damage, loss or disclosure;
c) LIMEHOUSE STUDIOS LTD’s employees as fully as it is reasonable to expect, understand their obligations under the Data Protection Legislation.
8.7.8 To undertake to assist the Customer with the Customer’s own obligations under the Data Protection Legislation, taking into account the nature of the Processing and the information available to
LIMEHOUSE STUDIOS LTD
a) Communicating to the Customer within five Working Days of receipt, any Subject AccessRequests that relate to the Customer Data;
b) In response to written instructions, assisting the Customer in providing Subject Access to theextent practicable;
c) In the event of a security breach which involves Customer Data, providing to the Customer detailsof the Customer Data that is involved in the breach;
d) Providing responses to reasonable requests for technical and organisational information inrelation to the Processing of Customer Data;
e) On request making available to the Customer any of LIMEHOUSE STUDIOS LTD’s relevantdocumentation that demonstrates its compliance with its obligations under the Data Protection Legislation;
f) Allow the Customer or an authorised representative of the Customer to audit LIMEHOUSE STUDIOS LTD’s compliance with the Data Protection Legislation, the frequency of such audits to be not greater
than once everytwelve months.And the Customer agrees to reimburse LIMEHOUSESTUDIOS LTD for its reasonable expenses incurred for any assistance provided under this sub-clause 8.7.8,
save sub-clauses 8.7.8(c).8.7.9 To undertake to on termination of this Agreement:
a) On request, return to the Customer copies of all Customer Data;
b) Delete all Customer Data that is held within LIMEHOUSE STUDIOS LTD’s (or its supplier’s)Infrastructure (unless such is prohibited by Applicable Law);
8.8 LIMEHOUSE STUDIOS LTD undertakes that it shall:
8.8.1 Ensure that access to Customer Data is limited to those employees, subcontractors or suppliers who needaccess to such to meet LIMEHOUSE STUDIOS LTD's obligations under this Agreement
and that all employees, subcontractors and suppliers shall be placed under the same written, bindingobligation ofconfidence;
8.8.2 Not disclose to any person Customer Data other than to its suppliers, subcontractors or employees whoshall be placed under the same written,
binding obligation of confidence and who need access to suchCustomer Data to facilitate proper performance of their contractual obligations
(in relation to thisAgreement), to LIMEHOUSE STUDIOS LTD;
8.8.3 If required to disclose Customer Data, including communications content, to an appropriate judicial,law enforcement or government agency
under Applicable Law. LIMEHOUSE STUDIOS LTD shall priorto disclosure use reasonable endeavours to promptly notify the Customer of the disclosure ,PROVIDED THAT it is not prohibited from doing so by
the requesting agency.
8.9 The Customer agrees that in the event of novation of this Agreement or part thereof by LIMEHOUSE STUDIOS LTD’s supplier, Customer Data and Customer Information, will be transferred to the supplier
or its assignee.
8.10 LIMEHOUSE STUDIOS LTD will on demand, deliver to the Customer all documents that may be in its possession or in the possession of its agents, subcontractors, suppliers or employees (including documents
prepared by the Customer) which may include Personal Data.
8.11 The provisions of this clause 8 shall survive in the termination of this Agreement, howsoever occasioned, untilsuch time as LIMEHOUSE STUDIOS LTD no longer retains any Customer Data or Customer
9. CHARGES AND PAYMENT
9.1 In consideration of the provision of the Services, the Customer shall pay the charges in accordance with thisClause 9 (the ’Charges’).
9.2 LIMEHOUSE STUDIOS LTD shall invoice the Customer according to the billing period set out in the Order andcharges will be calculated using the details recorded by LIMEHOUSE STUDIOS LTD.
9.3 The Customer agrees to pay the whole amount of the Charges (without any withholding, deduction, set off orcounter-claim), within thirty days of the date of LIMEHOUSE STUDIOS LTD’s invoice, unless
otherwise agreed in writing.
9.4 LIMEHOUSE STUDIOS LTD shall be entitled to offset any monies owed to the Customer against any monies owedto LIMEHOUSE STUDIOS LTD.
9.5 Invoices shall be deemed accepted by the Customer unless a written objection, which clearly identifies thereason for the dispute is received by
LIMEHOUSE STUDIOS LTD within ten Working Days of the date of theinvoice. If the Customer disputes the invoice, the parties shall make all reasonable endeavours to resolve the dispute promptly. In the event
that the dispute has not been resolved within thirty Working Days of the receipt by LIMEHOUSE STUDIOS LTD of the Customer’s letter, the dispute shall be escalated in accordance with theprovisions of Clause 18
of this Agreement.
9.6 If the Customer fails to make any payment in respect of Goods or Services by the due date, LIMEHOUSE STUDIOSLTD shall be entitled to take one or more actions:
9.6.1 Suspend the provision of Services to the Customer until such time as the outstanding invoice(s) is/arepaid;
9.6.2 Charge the Customer interest at the rate of 4% per annum above the prevailing Bank of England baserate, on any amount outstanding from the due date to the date of actual payment and such interest shall
accrue on a daily basis;
9.6.3 Terminate this Agreement;9.6.4 Recover from the Customer damages for any costs or losses suffered by LIMEHOUSE STUDIOS LTD as a result of the Customer’s failure to make payment.
9.7 If during the execution of this Agreement LIMEHOUSE STUDIOS LTD incurs reasonable expenses, LIMEHOUSESTUDIOS LTD shall be entitled to charge the Customer at cost for such expenses.
9.8 If LIMEHOUSE STUDIOS LTD is requested to provide Goods or Services in addition to those set out in the Order,LIMEHOUSE STUDIOS LTD shall charge the Customer for the provision of such Goods or Services
at its prevailing rates.
9.9 All prices or Charges stated or referred to in this Agreement are exclusive of packing, packaging, shipping,carriage and insurance charge, if applicable.
9.10 All prices or Charges stated or referred to in this Agreement are exclusive of Value Added Tax which shall becharged in addition at the rate ruling at the tax point.
9.11 All elements of the Charges for Services shall be reviewed by LIMEHOUSE STUDIOS LTD to be effective at theend of the Minimum Term and each subsequent anniversary thereof; and:
9.11.1 Changes to Charges that are less than the prevailing increase in the Retail Price Index shall not benotified to the Customer;
9.11.2 Any proposed changes in charges that exceed the increase in the Retail Price Index will be notified tothe Customer in writing not less than ninety days prior to any anniversary.
9.12 Notwithstanding the provisions of clause 9.11, LIMEHOUSE STUDIOS LTD shall be entitled to increase its chargesfor any part of theServices if its suppliers increase their charges due to their increased costs:
9.12.1 At any time by providing the Customer not less than twenty eight day’s notice;
9.13 LIMEHOUSE STUDIOS LTD shall be entitled to conduct credit checks in respect of the Customer from time to time.
9.14 LIMEHOUSE STUDIOS LTD shall be entitled to require that the Customer pays a deposit before thecommencement of Services or during the term of this Agreement if LIMEHOUSE STUDIOS LTD becomes aware
of an adverse change to the Customer’s financial standing:
9.14.1 LIMEHOUSE STUDIOS LTD shall be entitled to apply all or any of the deposit against any unpaid charges at itssole discretion;
9.14.2 Deposits shall not attract interest.9.15 If the Customer elects not to pay for Services by direct debit, LIMEHOUSE STUDIOS LTD shall levy a monthly handling charge which shall be charged at
LIMEHOUSE STUDIOS LTD’s prevailing rate.
9.16 LIMEHOUSE STUDIOS LTD shall be entitled to raise or correct an invoice issued to the Customer for a period of twelve months following the date of the invoice and the provisions of this sub-clause
9.16 shall continue in force for a period of twelve months following termination of this Agreement, howsoever occasioned.
9.17 If the Customer modifies the Order after the Order has been accepted by LIMEHOUSE STUDIOS LTD,LIMEHOUSE STUDIOS LTD shall be entitled to charge the Customer for all expenses incurred up to the date
of the modification.
9.18 The Customer hereby consents to and procures that its directors, owners and officers consent to LIMEHOUSESTUDIOS LTD carrying out such credit reference checks as are deemed reasonable by
LIMEHOUSE STUDIOS LTD. The Customer also agrees to provide all information requested by LIMEHOUSE STUDIOS LTD that isnecessary to carry out such credit reference checks.
9.19 Time is of the essence with regard to payments due under the terms of this Agreement.
10. LIMITATION OF LIABILITY
10.1 This clause 10 sets out LIMEHOUSE STUDIOS LTD’s entire financial liability (including any liability for theacts or omissions of its employees, subcontractors agents and suppliers) to the Customer in respect of:
10.1.1 Any breach of the express or implied terms of this Agreement by LIMEHOUSE STUDIOS LTD, its employees, subcontractors agents and suppliers;
10.1.2 Any use made by the Customer of the Services;
10.1.3 Any of the Services, their supply or failure or delay in the supply thereof;
10.1.4 Any fraudulent misrepresentation, tortious act or omission (including negligence) arising under or inconnection with this Agreement.Whether arising in contract (including under any indemnity), tort
(including negligence), under common lawor statutory duty.
10.2 Nothing in this Agreement shall limit LIMEHOUSE STUDIOS LTD’s liability:10.2.1 For death or personal injury caused by or arising from the negligence of LIMEHOUSESTUDIOS LTD, its employees, subcontractors
agents or suppliers;
10.2.2 For any damage incurred by the Customer resulting from fraudulent misrepresentation by LIMEHOUSE STUDIOS LTD, its employees, subcontractors agents or suppliers;
10.2.3 For any breach by LIMEHOUSE STUDIOS LTD, its employees, subcontractors agents or suppliers ofwarranties as to title, quiet possession and freedom from encumbrance which may be implied bySection 2
of the Supply of Goods and Services Act 1982;
10.2.4 For losses arising directly whether in contract, tort (including negligence and a breach of statutory duty)or otherwise from LIMEHOUSE STUDIOS LTD’s breach of Clause 8 of this Agreement where such breach
results in the damage to, loss of, illegal Processing of or disclosure of Personal Data;
10.2.5 Any other liability than cannot be excluded or limited by law.
10.3 In the event of damage to or loss, illegal Processing or disclosure of Personal Data:
10.3.1 LIMEHOUSE STUDIOS LTD shall accept liability for direct losses, costs and damages which arise in respect of:
a) Regulatory inspection;
b) Notification of Data Subjects;
c) Remediation efforts with Data Subjects;
d) Data Subject claims;
e) Restoration of Personal Data;
Where such losses, costs or damages arise from LIMEHOUSE STUDIOS LTDs breach of its obligationsunder clause 8 hereof, up to a maximum liability of one million pounds per event or series of connected events.
10.3.2 LIMEHOUSE STUDIOS LTD shall not be liable for:
a) Any indirect losses, costs or damages;
b) Losses, costs or damages to the extent that such arise from the Customer’s breach of its obligationsunder clause 8 and / or the Data Protection Legislation;
c) Losses, costs or damages that result directly from the interception by a third party of Personal Datawhilst such Personal Data is being transmitted via the Public Internet or telephony network, unless the
possibility of such
interception arises directly from LIMEHOUSE STUDIOS LTD’s negligence.
10.4 Notwithstanding any other provision of this Agreement but only subject to sub-clause
10.2, LIMEHOUSESTUDIOS LTD’s maximum aggregate liability in one calendar year whether in contract, tort (includingnegligence and breach of statutory duty), misrepresentation restitution or otherwise for any direct loss or
damage howsoever caused shall be limited to:
10.4.1 In relation to direct loss of or physical damage to tangible property, £2,000,000;
10.4.2 In relation to direct losses reasonably incurred as a result of the Customer having the relevant Servicessupplied to a similar standard as set out herein by alternative supplier, or in any other cases not fallingwithin
sub-clause 10.2, the lesser of:
a) The total amount of the charges (including VAT) collected by LIMEHOUSE STUDIOS LTD in relationto the Services in the twelve month period prior to the date of the event which gave cause to theclaim;
b) Twenty thousand pounds.In respect of any one event or series of connected events, PROVIDED THAT before any such claim is made LIMEHOUSE STUDIOS LTD is given reasonable opportunity to make good the breach
giving rise to such claim.
10.5 Except as expressly set out in this Agreement, all conditions, warranties, terms, undertakings and obligationsimplied by statute, common law, custom, trade usage or otherwise are hereby wholly excluded to the maximum
extent permitted by law.
10.6 Subject to any express terms and conditions of this Agreement to the contrary, LIMEHOUSE STUDIOS LTD shallnot be liable in respect of anymatter arising out of or in connection with this Agreement in contract,
tort(including negligence and breach of a statutory duty), misrepresentation, restitution or otherwise for:
10.6.1 Any direct or indirect loss of Production, time, goodwill, reputation, use, opportunity, revenue, profit,contracts, business, expenditure or anticipated savings;
10.6.2 Any loss or corruption of data or information;
10.6.3 Losses incurred by third parties;10.6.4 Any indirect, special loss or damage;
10.6.5 Any purely economic losses or punitive damages;10.6.6 Any loss or damage that could not be reasonably foreseen.And the Customer hereby waives and releases any claims it might otherwise have to be
compensated in respect of such losses (without limitation), even if LIMEHOUSE STUDIOS LTD has been advised of the possibility of such loss or damages.
10.7 LIMEHOUSE STUDIOS LTD shall not in any event have any liability for non-provision in the provision of Services which:
10.7.1 Can be reasonably attributed to the acts or omissions of the Customer (including fraud), its employees,agents or subcontractors including provision of complete, accurate information in a timely fashion to LIMEHOUSE
10.7.2 Can be reasonably attributed to the un-serviceability, un-suitability, mis-configuration or misuse of the Customer’s equipment which is attached to the Services and is under the control of the Customer;
10.7.3 Arises from or consequence of use of LIMEHOUSE STUDIOS LTD’s Services other than in accordancewith the express terms of this Agreement;
10.7.4 Occurs during any period during which the Services have been suspended by LIMEHOUSE STUDIOSLTD in accordance with clause
12.10.8 LIMEHOUSE STUDIOS LTD shall not in any event have any liability for non-provision of services arising from adelay to the RFS Date, howsoever caused.
10.9 The Customer acknowledges and agrees that data transmitted over technology including the public internet,telephony network or any other electronic means cannot be guaranteed to be free from the risk of interception,
corruption or loss even if transmitted in an encrypted form, and that LIMEHOUSE STUDIOS LTD shall not be liable for any losses the Customer may incur resulting from the interception, corruption or loss of such data and:
10.9.1 The Customer shall be responsible for insuring against loss of or damage to data stored or transmittedvia the Services; and
10.9.2 The Customer shall be responsible for adopting such security measures as are appropriate to protectthe Customer’s systems.
10.10 The Customer acknowledges and agrees that:10.10.1 The allocation of risk contained in this clause 10 is reflected in the price charged for the Goods and Services;
10.10.2 LIMEHOUSE STUDIOS LTD shall not be liable to the Customer in respect of any fraud or otherwise illegal activity perpetrated by the Customer, its employees, agents and subcontractors, nor any third party howsoever
10.10.3 LIMEHOUSE STUDIOS LTD shall not be liable for any losses incurred by the Customer or any thirdparty arising out of the Customer’s breach of clause 8 of this Agreement;
10.10.4 LIMEHOUSE STUDIOS LTD shall not be liable for any losses, costs or damages incurred by third parties resulting from such third party’s use of or reliance upon the Services, whether with or without the permission of
10.10.5 Nothing in this clause 10 excludes or limits the Customer’s liability to pay the charges due under theterms of this Agreement;
10.10.6 LIMEHOUSE STUDIOS LTD shall not be liable for any losses, costs or damages whatsoever under theterms of this Agreement, where proceedings for such losses, costs or damages are begun one year or more after
the occurrence of the breach giving rise to the claim.
10.11 If any exclusion in clause
10.6 is held to be invalid or any reason LIMEHOUSE STUDIOS LTD’s liability for loss ordamage that may be lawfully limited shall be limited to the aggregate liability set out in clause 10.4.2.10.12 The Customer agrees and accepts
that the express obligations and warranties made by LIMEHOUSE STUDIOS LTD in this Agreement are in lieu of and to the exclusion of any other warranty, condition, term, undertaking or representation of any kind,
(excluding fraudulent misrepresentations) express or implied, statutory orotherwise relating to the Services provided under or in connection with this Agreement, including (though notlimited to) those as to the quality,
performance and care and skill used in its provision.10.13 The Customer acknowledges that LIMEHOUSE STUDIOS LTD’s obligations and liabilities are exhaustively definedin this Agreement.
10.14 The provisions of this clause 10 shall survive the termination of this Agreement, howsoever occasioned for aperiod of twelve months.
11.1 This Agreement may be terminated (without prejudice to the terminating party’s other rights and remedies) bywritten notice to the other party:
11.1.1 Forthwith by LIMEHOUSE STUDIOS LTD if LIMEHOUSE STUDIOS LTD’s invoice remains unpaid twoWorking Days after receipt of written notice from LIMEHOUSE STUDIOS LTD to do so;
11.1.2 Forthwith by LIMEHOUSE STUDIOS LTD if that two consecutive direct debit requests are rejected;
11.1.3 Forthwith by either party if the other commits any material breach of any terms of this Agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within thirty days of a written
request to remedy the same; or
11.1.4 Forthwith by either party if the other convenes a meeting of its creditors or if a proposal shall be madefor a voluntary arrangement within Part 1 of the Insolvency Act of 1986 or a proposal for any othercomposition,
scheme or arrangement with (or assignment for the benefit of) its creditors or if theother is unable to pay its debts within the meaning of the Section 123 of the Insolvency Act 1986, or ifa trustee, receiver, administrator or
similar officer is appointed in respect of all or any part of thebusiness or assets of the other or if a petition is presented or if a meeting is convened for the purpose of considering a
resolution or other steps are taken for the winding up of the other or the making of anadministration order (otherwise than for the purpose of an amalgamation or reconstruction); or
11.1.5 Forthwith by LIMEHOUSE STUDIOS LTD in advance of the supply of Services under the terms of thisAgreement if LIMEHOUSE STUDIOS LTD’s supplier declines to accept
LIMEHOUSE STUDIOS LTD’sorder for the supply of Services;
11.1.6 Forthwith by either party if LIMEHOUSE STUDIOS LTD ceases to be authorised by a competent authority to provide the Services;
11.1.7 Forthwith by either party if the other party ceases to trade;11.1.8 Forthwith by either party if the other party commits a breach which cannot be remedied;
11.1.9 Forthwith by either party if the other party is repeatedly in material breach of this Agreement;
11.1.10 Forthwith if a right of termination arises in the event of Force Majeure;
11.1.11 In accordance with any additional terms of any attached Supplemental Terms.
11.2 On termination of this Agreement, the Customer shall forthwith return all Rental Equipment and LoanEquipment to LIMEHOUSE STUDIOS LTD and shall pay all Charges and any
applicable Cancellation Charges to LIMEHOUSE STUDIOS LTD.
11.3 If any Equipment that is LIMEHOUSE STUDIOS LTD’s property is not returned to LIMEHOUSE STUDIOS LTD withinfourteen days of the date of termination,LIMEHOUSE
STUDIOS LTD shall be entitled to:
11.3.1 Enter into the Customer’s premises to recover the property and charge the Customer any costsreasonably incurred; or
11.3.2 Charge the Customer for the full retail price of the property as at the Commencement Date.11.4 Any termination of the Agreement (however occasioned) shall not affect any
accrued rights, remedies orliabilities of either
party. Nor shall it affect the continuance in force of any provision of this Agreement that isexpressly or by implication intended to continue in force after such termination.
12. SUSPENSION OF SERVICES
12.1 LIMEHOUSE STUDIOS LTD shall be entitled to suspend the provision of the Services in whole or part, withoutnotice (save as where it is reasonably possible to provide prior written notice) or liability to the Customer if:
12.1.1 In LIMEHOUSE STUDIOS LTD’s reasonable opinion, the Services are being used for activities thatare in breach of any acceptable use clause contained in any supplemental
terms and conditions attached hereto or any other fraudulent, illegal or wrongful activity, knowingly or otherwise, bythe Customer;
12.1.2 In LIMEHOUSE STUDIOS LTD’s reasonable opinion, the Customer is in material breach of anyother provision of this Agreement;
12.1.3 Payments are unpaid within thirty days of the due date;
12.1.4 LIMEHOUSE STUDIOS LTD is instructed to do so by Government or any other competent authority;
12.1.5 There are critical operational reasons or emergency;
12.1.6 Planned or emergency work is required to systems that underpin the delivery of the Services;
12.1.7 Any consent, wayleave or authority required by LIMEHOUSE STUDIOS LTD or its supplier is withdrawn,revoked or otherwise ceases to have effect.
12.2 In the event of suspension of Services under the terms of sub-clause
12.1:12.2.1 Services shall be immediately restored by LIMEHOUSE STUDIOS LTD if the situation which has givencause to the suspension is resolved by the Customer and
LIMEHOUSE STUDIOS LTD shall be entitled tocharge a reinstatement fee;
12.2.2 Suspension of any part of the Services under the terms of this Agreement shall not constitute atermination and the Customer shall continue to pay all of LIMEHOUSE
STUDIOS LTD’s charges in relation to this Agreement during the period of suspension of Services;
12.2.3 If the Customer fails to rectify the situation which has given cause to the suspension within thirty days of the commencement of the suspension, LIMEHOUSE STUDIOS LTD
shall be entitled to terminate the Agreement under the terms of clause 11;
12.2.4 LIMEHOUSE STUDIOS LTD shall not be liable for any costs, expenses or losses or other liabilities incurredby the Customer as a result of suspension of the Services.
12.3 LIMEHOUSE STUDIOS LTD is not obliged to suspend services or give notice of suspension prior to exercising its right to terminate this Agreement.
13.1 If the Customer requests LIMEHOUSE STUDIOS LTD to arrange finance for the purchase of Goods orServices on the Customer’s behalf, the Customer agrees that:
13.1.1 LIMEHOUSE STUDIOS LTD will act as an agent for the Customer and for the avoidance of doubt, not for the finance provider;
13.1.2 If LIMEHOUSE STUDIOS LTD is unable to procure finance terms or is unable to procure finance termsthat are acceptable to the Customer, this Agreement shall be terminated
and any deposit made bythe Customer shall be returned by LIMEHOUSE STUDIOS LTD and the Customer will have no furtherliability under the terms of this Agreement;
13.1.3 If the Customer fails to provide third party indemnities that are required by the finance provider, suchfailure will be a deemed to be a breach of this Agreement and the
Agreement will be terminatedforthwith and LIMEHOUSE STUDIOS LTD shall be entitled to retain any deposit made by theCustomer;
13.1.4 It is a condition of this Agreement that regardless of any provisions made by the finance provider in itscontracts, the Customer shall finalise the finance arrangement prior to
LIMEHOUSE STUDIOS LTD’s delivery of the Goods or Services to the Customer.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 All Intellectual Property in the Equipment and associated documentation owned or used by LIMEHOUSESTUDIOS LTD, its subcontractors, agents or suppliers ('Owners') in the
performance of this Agreement shall be and will remain vested in the Owners except as expressly provided in this Agreement, the Customer shall notacquire any rights, title or
interest in or to any Intellectual Property owned by the Owners. To the extent to which it is entitled, LIMEHOUSE STUDIOS LTD grants to the Customer a royalty-free,
non-exclusive, revocable,non-transferable licence to use all such Intellectual Property as is required to use the Services in accordance with the terms of this Agreement, until this
Agreement is terminated or expires.
14.2 LIMEHOUSE STUDIOS LTD shall if applicable acquire for the Customer (a) non-exclusive, non-transferable,royalty-free licence(s) to use the Software and associated
documentation set out in the Schedule attached to the relevant Supplement(s) for the purposes of using the Services for the term of the relevant Supplement(s).
14.3 The Customer hereby undertakes to protect and keep confidential all Software and associated documentationand, except to the extent and in the circumstances expressly permitted by
LIMEHOUSE STUDIOS LTD in accordance with Section 50B of the Copyright Designs and Patents Act 1988, the Customer hereby undertakes that it shall make no attempt to examine, copy, alter,
reverse engineer, dissemble or tamper with such Software.
14.4 In the event of the Customer’s breach of sub-clause
14.3, the Customer undertakes to:
14.4.1 Immediately notify LIMEHOUSE STUDIOS LTD of the breach;
14.4.2 Take reasonable steps to remedy the breach within forty eight hours of having become aware of thebreach.
14.5 All Intellectual Property owned or used by the Customer and/or its subcontractors, agents and suppliers(‘Customer Owners’) pursuant to this Agreement shall be and will
remain vested in Customer Owners and except as expressly provided in this Agreement, LIMEHOUSE STUDIOS LTD shall not acquire any rights, title or interest inor to any
Intellectual Property owned by Customer Owners.
14.6 The Customer shall indemnify LIMEHOUSE STUDIOS LTD in respect of all losses, damages, costs or expenses andother liabilities (including reasonable legal fees) arising from any and all claims from
third parties relating to the customer's infringement of or non-compliance with any third party licences or other end user terms applicableto the use of any Software, images or other data, either by the
Customer and/or its employees, subcontractors, agents or customers, including but not limited to any end user licence agreements. LIMEHOUSE STUDIOS LTDshall:
14.6.1 If LIMEHOUSE STUDIOS LTD, rather than the Customer becomes aware of such a claim, promptly notify the Customer in writing of any such claim with full details of the claim;
14.6.2 Promptly provide the Customer and its advisers with all information and assistance that they mayreasonable require, at the Customer’s cost;
14.6.3 Allow the Customer (at its request) to use its chosen advisers and to have the exclusive conduct of allnegotiations and proceedings (to include for the recovery of costs of
LIMEHOUSE STUDIOS LTD) and provide the Customer with such reasonable assistance required by the Customer, regarding the claim;and
14.6.4 Not, without the consent of the Customer, make an admission relating to the claim.14.6.5 Promptly take any action and give any information and assistance as the Customer
may reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter or enforceagainst a third party's rights in relation to the matter.
14.7 LIMEHOUSE STUDIOS LTD shall indemnify the Customer and keep the Customer indemnified against all losses,damages, costs or expenses and other liabilities
(including reasonable legal fees) arising from an Intellectual Property rights claim (‘IPR Claim’) by the Owner of Equipment or Software supplied by LIMEHOUSE STUDIOS LTD under
the terms of this Agreement, provided that the Customer shall:
14.7.1 If the Customer, rather than LIMEHOUSE STUDIOS LTD becomes aware of such a claim, promptly notify LIMEHOUSE STUDIOS LTD in writing of any IPR Claim with full details
of the IPR Claim;
14.7.2 Promptly provide LIMEHOUSE STUDIOS LTD and its advisors reasonable access to premises andpersonnel and to all relevant assets, accounts, documents and records that
it possesses or controls(with the right to take copies) for the purposes of investigating the matter and enabling LIMEHOUSE STUDIOS LTD to take the action referred to in this
14.7.3 Allow LIMEHOUSE STUDIOS LTD to use its chosen advisors and to have the exclusive conduct ofall negotiations and proceedings (to include for the recovery of costs of the Customer)
and provide LIMEHOUSE STUDIOS LTD with such reasonable assistance required by LIMEHOUSESTUDIOS LTD, regarding the IPR Claim;
14.7.4 Not, without the consent of LIMEHOUSE STUDIOS LTD, make any admission relating to the IPR Claim;
14.7.5 Promptly take any action and give any information and assistance as LIMEHOUSE STUDIOS LTD mayreasonably request to dispute, resist, appeal, compromise, defend,
remedy or mitigate the matter or enforce against a third party's rights in relation to the matter.
14.8 In the event of an IPR Claim arising from Equipment or Software provided by LIMEHOUSE STUDIOS LTD to facilitate the use of the Services, the Customer acknowledges that
LIMEHOUSE STUDIOS LTD may, at its discretion and cost, licence to the Customer or procure a licence to the Customer of an alternative item and/or modify or procure the
modification of the infringing item in each case provided that (i) this resolves theoriginal IPR Claim, (ii) it does not give rise to another IPR Claim; (iii) is of no extra cost to the
Customer and (iv)it does not materially affect the performance of the Services.
14.9 The provisions of clauses 14.6 and 14.7 shall not apply to the extent that such a claim is due to the negligence ofthat party against whom the claim has been made, or its
customers or their respective officers, employees or agents.
14.10 Both the Customer and LIMEHOUSE STUDIOS LTD shall have a duty to mitigate any loss which it may incuras a result of a matter giving rise to a right of indemnification under this clause.
14.11 LIMEHOUSE STUDIOS LTD acknowledges that Customer Data is and shall remain the property of the Customerand the Customer reserves all IPRs which may at any time
subsist in the Customer Data. To the extent that any Customer Data vest in LIMEHOUSE STUDIOS LTD by operation of law, such IPRs shall be assigned by LIMEHOUSE STUDIOS
LTD to the Customer immediately on the creation of such Customer Data.
14.12 LIMEHOUSE STUDIOS LTD shall:
14.12.1 Not alter, store, copy, disclose or use Customer Data other than in strict accordance with this Agreement;
14.12.2 Preserve, so far as possible, the integrity of Customer Data and prevent any loss, disclosure, theft,manipulation or interception of Customer Data and shall advise the
Customer immediately in the event thereof.
14.13 To the extent that any Customer Data is held or Processed by LIMEHOUSE STUDIOS LTD, LIMEHOUSE STUDIOSLTD shall return such Customer Data to the Customer as may
be requested from time to time.
14.14 The Customer shall indemnify and hold LIMEHOUSE STUDIOS LTD harmless against all IPR claims, costs, losses and damages arising out of IPR infringement in respect of
15.1 LIMEHOUSE STUDIOS LTD may recommend that another party carries out work, supplies goods, software orservices to the Customer. The Customer shall not be obliged to
engage any such recommended party and shall not be prejudiced in any way should it choose not to do so. However, if it does engage any such recommendedparty, LIMEHOUSE
STUDIOS LTD does not guarantee the work, goods, software or services unless it has been negligent in making the recommendation.
15.2 In the case where LIMEHOUSE STUDIOS LTD provides goods or software originally manufactured ordeveloped by third parties it passes on statements or representations in
good faith but doesn’t verify them or guarantee their accuracy.
15.3 LIMEHOUSE STUDIOS LTD cannot accept responsibility for any statements or representations unless such are made in writing.
15.4 If Goods or Services are provided to the Customer at reduced or no charge for a trial period, LIMEHOUSE STUDIOS LTD shall commence charging for the provision of the
Services and Goods, at the price agreed between the parties, from the end of the trial period unless it is agreed between the parties that such Services or Goods shall not be
required after the trial period.
15.5 If Services are provided to the Customer at a reduced or no charge for a trial period, LIMEHOUSE STUDIOSLTD shall commence charging for the provision of the Services and
Goods, at the price agreed between the parties prior to the commencement of the trial period, from the end of the trial period unless the Customer serves thirty day’s notice to
terminate this Agreement at the end of the trial period.
15.6 The signing by LIMEHOUSE STUDIOS LTD of any of the Customer's documentation shall not imply any modification to this Agreement.
15.7 For the purpose of this Agreement, communications made between LIMEHOUSE STUDIOS LTD and the Customerby electronic mail shall be regarded as made in writing and signed by
the party sending the electronic mail, save for the serving of notices under the terms of this Agreement, which is subject to the provisions of clause 26.15.8 LIMEHOUSE STUDIOS LTD shall
be entitled to correct any clerical or typographical error made by its employees at any time.
15.9 The parties agree to comply with the provisions of the Bribery Act 2010; and15.9.1 Maintain such processes and procedures to ensure compliance therewith; and
15.9.2 Promptly report to the other party any request or demand for any undue financial or other advantageof any kind it receives in connection with the performance of this
16. THIRD PARTY RIGHTS
Save as expressly stated, these terms and conditions do not confer any rights on third parties as providedfor under the Contracts (Rights of Third Parties) Act of 1999 and it is not
the intention of the parties to this Agreement to confer such rights.
17. GOVERNING LAW
This Agreement and the rights and obligations of the parties hereto shall be governed by the laws of England andboth parties hereby agree to submit to the exclusive jurisdiction of the English courts
and if this Agreement is translated into any other language, the English Language version shall prevail.
18. DISPUTE RESOLUTION
18.1 If the Customer is not satisfied with any aspect of the delivery of the Services, in the first instance the Customershould make a complaint to LIMEHOUSE STUDIOS LTD using the procedure set out
in the Schedule to the applicable Supplement.
18.2 The parties to this Agreement will attempt in good faith to resolve any dispute or claim arising out of or relatingto this Agreement promptly through negotiations between the respective senior
executives of the parties who have authority to settle the same.
18.3 Except in the case of disputes arising from non-payment of invoices which are deemed accepted by theCustomer:
18.3.1 If the dispute is not resolved through negotiation within ten Working Days, the parties will attempt ingood faith to resolve the dispute through mediation in accordance with a mutually agreed scheme.
18.3.2 Neither party may commence any court proceedings in relation to any dispute arising out of thisAgreement except those excluded in clause 1
8.3 until they have attempted to settle said dispute bymediation and that mediation has terminated;18.3.3 The fees and the costs of such mediation or arbitration shall be borne equally by the parties.
18.4 Nothing in this clause 18 shall prevent either party from:
18.4.1 Referring the dispute to the appropriate regulatory authority in accordance with any right either partymay have to request a determination;
18.4.2 Exercising any remedies or rights that may be available in respect of any breach of this Agreement.
19. FORCE MAJEURE
19.1 Subject always to the provisions of this clause 19, neither party shall in any circumstance be liable to the otherfor any loss of any kind whatsoever including any damages
whether directly or indirectly caused or incurred byreason of any delay or failure in the performance of its obligations hereunder which is due to Force Majeure.
19.2 If either party becomes aware of circumstances of Force Majeure which prevent or are likely to prevent itsperformance of any obligations under the terms of this Agreement,
19.2.1 Notify the other in writing as soon as reasonably possible and in any case within five Working Days ofthe onset of such Force Majeure, specifying its nature and extent of the
19.2.2 Use all reasonable endeavours to mitigate the effects of such delay or prevention on the performanceof its obligations under the Agreement; and
19.2.3 Notify the other party as soon as the Force Majeure event has ceased to affect performance of theagreement and resume performance of its obligations as soon as
19.3 If either party is unable to perform its obligations due to Force Majeure, the other party shall be released to an equivalent extent from its obligations relating thereto, including
making payment for affected Services.
19.4 If either party is unable to perform its obligations due to Force Majeure for a period exceeding two months, theother party shall be entitled to terminate this Agreement by
giving notice in writing, in which case neither party
shall have any liability to the other except rights and liabilities which accrued prior to such termination shallcontinue to subsist.
19.5 For the avoidance of doubt:
19.5.1 LIMEHOUSE STUDIOS LTD acknowledges and agrees that any default of any of its subcontractors,suppliers or agents shall not constitute a Force Majeure event and such
default shall not excuseLIMEHOUSE STUDIOS LTD from the performance of its obligations under this Agreement; and
19.5.2 During the period of any Force Majeure event, the Customer shall be entitled to engage an alternativesupplier to provide a replacement to the Services.
Neither party shall be entitled to use any trademark or trade name of the other, refer to the other, thisAgreement or the Services to be rendered hereunder, either directly or
indirectly, in connection with any promotion or publication without the prior, written consent of the other (such consent not to be unreasonablywithheld or delayed).
21.1 LIMEHOUSE STUDIOS LTD shall be entitled to subcontract all or any part of the Services on notice to, but notrequiring the consent of, the Customer. Such assignment will not
relieve LIMEHOUSE STUDIOS LTD of any of its obligations under this Agreement.
21.2 LIMEHOUSE STUDIOS LTD shall be entitled to:
21.2.1 Assign the benefit of this Agreement, such assignment shall not relieve LIMEHOUSE STUDIOS LTD ofany of its obligations under this Agreement; or
21.2.2 Assign the benefit and burden of this Agreement to an affiliated body or third party in the event of asale of its order book, all or substantially all of its assets on notice to, but
not requiring the consent of, the Customer.
21.2.3 Notwithstanding the provisions of Clauses 7 and 8, disclose to a proposed assignee any information inits possession that relates to this Agreement for the purposes of the
21.3 The Customer shall not be entitled to assign the benefit or burden of this Agreement without the prior writtenconsent of LIMEHOUSE STUDIOS LTD (such consent not to be
unreasonably withheld or delayed).
21.4 Either party shall be entitled to assign the benefit or burden of this Agreement to members of its Group.
22.1 If the Customer requests a change to the Services or Goods provided under the terms of this Agreement, suchrequest shall be made in writing and will not be deemed accepted until
acknowledged and agreed in writing by LIMEHOUSE STUDIOS LTD; and
22.1.1 If LIMEHOUSE STUDIOS LTD fails to accept such change, such failure shall not affect the provision of anyfore going Services.
22.2 Subject to the provisions of sub-clause
22.3, LIMEHOUSE STUDIOS LTD shall be entitled to change the termsof this Agreement by giving the Customer not less than one month’s notice, in order to:
22.2.1 Comply with legal or regulatory obligations;
22.2.2 Maintain the security and integrity of the Services;
22.2.3 Improve or clarify the Agreement;
22.2.4 Reflect contractual changes imposed by its suppliers;
22.2.5 Protect the use of Intellectual Property
22.2.6 Add, change or withdraw Services or service levels.
22.3 If LIMEHOUSE STUDIOS LTD makes any change to the terms of this Agreement other than those listed in clause
22.2 and such change results in material adverse effect, which for the avoidance of doubt does not include pricechanges or the Customer shall be entitled to terminate this
Agreement by giving one month’s notice without incurring Cancellation Charges, PROVIDED THAT such notice is given within fourteen days of the variation being made; and
22.3.1 If notice is not given by the Customer within fourteen days of the notification of the variation, thevariation shall be deemed agreed by both parties.
22.4 No modification, amendment or other variation to this Agreement shall affect the rights of either party accruedprior to the date of the variation.
22.5 No modification, amendment or other variation to this Agreement made by the Customer shall be valid unlessagreed in writing and signed by both parties.
23.1 Each party agrees not to approach employees or subcontractors of the other in order to entice them to join theother in a role that relates directly to the provision of the
Services whether as an employee or in any othercapacity, during the term of this Agreement or for a period of six months after its termination. If either party breaches the terms of
23.1 the party in breach agrees, by way of liquidated damages and not apenalty, to pay the other a sum equal to the annual salary or otherwise of the employee or subcontractor
concerned except where that employee has responded to a bona fide advertisement or other offer published ormade to the general public.
23.2 Nothing in this Agreement or LIMEHOUSE STUDIOS LTD’s performance thereof shall be construed as creatingany relationship as between employer and employee, agent and
principal, joint venture or any mutual obligation between the parties other than set out in this Agreement.
23.3 LIMEHOUSE STUDIOS LTD shall, at its sole discretion determine the allocation of its personnel in furnishing theServices.
23.4 The parties consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPE’)will not apply on the commencement or cessation (in whole or in
part) of the provision of Services by LIMEHOUSE STUDIOS LTD; and
23.4.1 Both parties agree to indemnify the other and keep the other indemnified against any liabilities arising out of or in connection with any claim that or decision by a Court or
of employment Tribunal that the contract of employment of any staff has transferred to the other under the TUPE Regulations or otherwise as aresult of the parties entering into
this Agreement, including (without limitation), any liability for failure to inform and consult under the TUPE Regulations;
23.4.2 If any contract of employment of any staff of either party has effect (or is argued to have effect) as if originally made between one party and staff of the other as a result of
the TUPE Regulations or otherwise at any time,then the affected party shall be entitled, on becoming aware of that effect (orargued effect) to terminate the contract of
employment of such staff and the other party agrees to indemnify the affected party against any liabilities arising out of such termination and against any sum payable to or in
or otherwise respect of such staff prior to termination of employment.
23.5 The indemnities in sub-clauses 23.4.1 and 23.4.2 are not subject to the limitation of liability set out in sub-clause10.4.2.
24.1 No forbearance, delay or failure by either party to exercise any of its powers, rights or remedies under thisAgreement will operate as a waiver of them.
24.2 Any single or any partial exercise of any such powers or rights or remedies shall not preclude any other orfurther exercise of them.
24.3 Any waiver to be effected must be agreed in writing and shall:24.3.1 Be confined to the specific circumstances in which it is given;
24.3.2 Not affect any other enforcement of the same or any other right;
24.3.3 Unless expressly stated, be revocable at any time (in writing).
If any part of this Agreement is found by any competent jurisdiction to be invalid, unlawful or unenforceable then such part will be severed from this Agreement. The remainder of
this Agreement will continue to be valid and enforceable to the full extent permitted by law.
26.1 Any notice to be given hereunder shall be provided in writing by an authorised representative of either party byway of an email or a letter on letter-headed paper to an
authorised representative of the other party.
Provision of notice to LIMEHOUSE STUDIOS LTD using email should be sent to invoice@LIMEHOUSE STUDIOS LTD.co.uk and titled ‘Provision of Notice’. The party receiving the
notice has the right to begin the notice period from the date that the notice was received unless there is a prior binding agreement in place between the two parties inrespect of
this. Should a dispute arise in respect of when the notice was received the onus remains on the provider of the notice to evidence when it was received by the other party.
26.2 For the avoidance of doubt, day-to-day operational matters excluding formal notifications (including notices to terminate) may be communicated by email.
26.3 Either party may at any time notify the other of a change of address or person for the purpose of the serving ofnotices under the terms of this Agreement, subject to the
terms of this clause 26.
27. ENTIRE AGREEMENT
27.1 This Agreement contains the entire agreement between the parties and supersedes any previous agreement between the parties, including understandings, commitments, agreements, draft
agreements oral or written,and terms and conditions attached to the Customer's purchase order.
27.2 The parties acknowledge and agree that:
27.2.1 The parties have not been induced to enter into this Agreement by, nor have relied on any statement,representation, promise, inducement or any other assurance not set
27.2.2 Except for fraudulent misrepresentations, the parties shall not be bound by or be liable for anystatement, representation, promise, inducement or understanding of any kind
set forth nature not set forth herein;
27.2.3 LIMEHOUSE STUDIOS LTD and the Customer have the power to enter into, exercise its rights under andperform and comply with its obligations under the terms of this
27.3 No changes amendments or modifications of any of the terms or conditions of this Agreement shall be valid unless in writing, signed by both parties and engrossed into this
27.4 Unless expressly stated to the contrary, general guidance documents including user manuals, handbooks ormarketing collateral supplied by LIMEHOUSE STUDIOS LTD shall
not form part of this Agreement.
27.5 The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.