Terms and conditions

Align is a digital platform where aspiring barristers can receive tailored work recommendations. Although we want you to achieve the goal of pupillage, we cannot and do not make the promise or offer or suggestion that this will be done solely or hugely on the basis of receiving our services.

Please read the following important terms and conditions before you buy any digital content from us and check that they contain everything which you want and nothing that you are not willing to agree to.

Summary of some of your key rights:

Important information on downloading costs and ‘bill shock’:

This contract sets out:

•                         your legal rights and responsibilities;
•                         our legal rights and responsibilities; and
•                         certain key information required by law.

In this contract:

•                         ‘”We“‘, ‘”us“‘ or ‘”our“‘ means J’Evien Group Limited trading as Align; and
•                         ‘”You“‘ or ‘”your“‘ means the person buying digital content from us.

If you don’t understand any of this contract and want to talk to us about it, please contact us by:

•                         email info@alignthebar.co (Monday to Saturday: 9am to 6pm); or
•                         telephone 07359 176848 (Monday to Friday: 9am to 6pm]).

Who are we?

1.               Introduction

1.1             If you buy digital content from us you agree to be legally bound by this contract.

1.2             You may only buy digital content from our site for non-business reasons.

1.3             This contract is only available in English. No other languages will apply to this contract.

1.4             When buying any digital content you also agree to be legally bound by:

1.4.1         our website terms and conditions and any documents referred to in them;

1.4.2         extra terms which may add to, or replace some of, this contract. This may happen for various reasons, including (but not limited to) changes necessary for legal or regulatory purposes. We will contact you to let you know if we intend to do this by giving you one month’s notice; and

All of the above documents form part of this contract as though set out in full here.

2.               Information we give you

2.1             By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that we must give you certain key information before a legally binding contract between you and us is made. If you want to see this key information, please:

2.1.1         read the Modus Operandi on the website homepage;

2.1.2         read the acknowledgement email (see clause 4.3); or

2.1.3         contact us using the contact details at the top of this page.

2.2             The key information we give you by law forms part of this contract (as though it is set out in full here).

2.3             If we have to change any key information once a legally binding contract between you and us is made, we can only do this if you agree to it.

3.               Your privacy and personal information

3.1             Our “Privacy Policy” is available at https://alignthebar.co/data-protection-and-privacy-policy/.

3.2             Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.

4.               Ordering digital content from us

4.1             Below, we set out how a legally binding contract between you and us is made.

4.2             You place an order for digital content on the website (alignthebar.co) by completing the online checkout process. Please read and check your order carefully before submitting it. However, if you need to correct any errors you can do so before submitting it to us. In any event, before you place your order you must check that the hardware and software requirements of your computer or device mean that you can download the digital content. Please click on the ‘key technical information’ button if you want to see the requirements.

4.3             When you place your order at the end of the online purchase process (e.g. when you click on the ‘submit and check out’, we will acknowledge it by email. This acknowledgement does not, however, mean that your order has been accepted.

4.4             We may contact you to say that we do not accept your order. This is typically for the following reasons:

4.4.1         the digital content is unavailable;

4.4.2         we cannot authorise your payment;

4.4.3         you are not allowed to buy the digital content from us;

4.4.4         we are not allowed to sell the digital content to you; or

4.4.5         there has been a mistake on the pricing or description of the digital content.

4.5             We will only accept your order when we email you to confirm this (“Confirmation Email“). At this point:

4.5.1         a legally binding contract will be in place between you and us; and

4.5.2         the digital content will download automatically.

4.6             If you are under the age of 18 you may not buy any digital content from the site. You may not be able to buy certain digital content because you are too young. These are set out on the relevant webpage for the digital content.

5.               No right to cancel

5.1             When you place an order for digital content, you will be asked to tick a box to confirm that you consent for the download of the digital content to start immediately after your order has been accepted and that you acknowledge that this means you lose your right to cancel.

5.2             This means that you do not have the right to cancel this contract once the automatic download of the digital content starts and are not entitled to a refund unless the digital content is faulty.

5.3             This does not affect the rights you have if your digital content is faulty. A summary of these rights is provided at the top of this contract. See also clause 10.

6.               Permission to use the digital content

6.1             When you buy the digital content and it is downloaded (see clause 4.5.2), you will not own it. Instead we give you permission to use it (also known as a ‘licence’) for the purpose of you using and enjoying it according to this contract.

6.2             The digital content:

6.2.1         is personal to you. You can use it wherever you want in the world but only if you comply with local laws;

6.2.2         is non-exclusive to you. We may supply the same or similar digital content to other users;

6.2.3         may be used only on 2 computer[s] or device[s] at the same time;

6.2.4         may not be:

(a)              copied by you except for a reasonable number of necessary back-ups;

(b)              changed by you (which means, in particular, that you are not allowed to adapt, reverse-engineer or decompile it, or try to extract the source code from it, except where any of this is allowed by law);

(c)              combined or merged with, or used in, any other computer program;

(d)              distributed or sold by you to any third party;

6.2.5         includes a guide on how to use it. Please read this carefully. This guide is set out [insert details on how this guide can be accessed];

6.2.6         includes 

(a)              updates;

(b)              upgrades;

(c)              new releases;

(d)              new versions; and

6.2.7         contains information which is owned by us or third parties or both. You must not conceal, change or remove any markings which show who owns this information, such as copyright (©), registered trade mark (®) or unregistered trademark (™) markings.

6.3             Except where you have permission to use the digital content under this clause 6, you will not obtain any rights of ownership or other rights (of whatever nature) in the digital content or in any copies of it.

7.               Download

7.1             Once you have placed your order and the Confirmation Email has been sent to you (see clause 4), the digital content will download automatically.

7.2             We may deliver or initiate download of your digital content in instalments.

7.3             If something happens which:

7.3.1         is outside of our control; and

7.3.2         affects you being able to download the digital content,

we will let you have a revised time for when you can expect to be able to download the digital content.

7.4             If your computer or device blocks the automatic download of the digital content or the automatic download does not start, you may still have the right to cancel the contract. If this happens, please contact us using the contact details at the top of this page.

8.               Payment

8.1             We accept the following credit cards and debit cards: We Accept Visa, Mastercard, American Express, and Discover.

8.2             We will do all that we reasonably can to ensure that all of the information you give us when paying for the digital content is secure by using an encrypted secure payment mechanism. However, in the absence of negligence on our part, any failure by us to comply with this contract or our Privacy Policy (see clause 3) or breach by us of our duties under applicable laws we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to any information that you give us.

8.3             Your credit card or debit card will only be charged when you start to download the digital content.

8.4             All payments by credit card or debit card need to be authorised by the relevant card issuer. We may also need to use extra security steps via the relevant card issuer.

8.5             The price of the digital content:

8.5.1         is in pounds sterling (£)(GBP);

8.5.2         includes VAT at the applicable rate; and

8.5.3         does not include the cost of updates/upgrades, any costs of upgrading data storage to allow for the download etc.

9.               Nature of the digital content

9.1             The Consumer Rights Act 2015 gives you certain legal rights (also known as ‘statutory rights’), for example, that the digital content:

9.1.1         is of satisfactory quality;

9.1.2         is fit for purpose; and

9.1.3         matches its description.

9.2             We must provide you with digital content that complies with your legal rights.

9.3             When we supply the digital content:

9.3.1         we will use all reasonable efforts to ensure that it is free from defects, viruses and other malicious content;

9.3.2         we do not promise that it is compatible with any third party software or equipment except where we have said that it is in the guide to its use or on our website; and

9.3.3         you acknowledge that there may be minor errors or bugs in it.

10.             Faulty digital content

10.1           Your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’) are set out at the top of this contract. They are a summary of some of your key rights. For more detailed information on your rights and what you should expect from us, please:

10.1.1       visit our webpage: https://alignthebar.co/what-to-do-if-something-goes-wrong/;

10.1.2       contact us using the contact details at the top of this page; or

10.1.3       visit the Citizens Advice website www.citizensadvice.org.uk or call 03454 04 05 06.

10.2           Nothing in this contract affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). You may also have other rights in law.

10.3           Please contact us using the contact details at the top of this page, if you want:

10.3.1       us to repair the digital content;

10.3.2       us to replace the digital content;

10.3.3       to reject the digital content and get a refund.

10.4           To avoid faults in the digital content happening, you must:

10.4.1       install any fixes, updates, upgrades, new releases and new versions as soon as reasonably possible after we tell you that they are available to be downloaded;

10.4.2       use it only on the recommended third party software and equipment set out in the guide to its use or on our website; and

11.             End of the contract

If this contract is ended it will not affect our right to receive any money which you owe to us under this contract.

12.             Limit on our responsibility to you

12.1           Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury) or arising under applicable laws relating to the protection of your personal information, we are not legally responsible for any:

12.1.1       losses that:

(a)              were not foreseeable to you and us when the contract was formed;

(b)              that were not caused by any breach on our part;

12.1.2       business losses; and

12.1.3       losses to non-consumers.

12.2           Under no circumstances will our aggregate liability to you for any and all claims arising under this contract exceed [[an amount equal to 100% of the invoice value of the digital content  OR the price paid for the digital content under the contract in the preceding 12 months of the liability arising.

13.             Disputes

13.1           We will try to resolve any disputes with you quickly and efficiently.

13.2           If you are unhappy with:

13.2.1       the digital content;

13.2.2       our service to you; or

13.2.3       any other matter,

please contact us as soon as possible.

13.3           If you and we cannot resolve a dispute using our internal complaint handling procedure, we will:

13.3.1       let you know that we cannot settle the dispute with you; and

13.3.2       give you certain information required by law about our alternative dispute resolution provider.

13.4           If you want to take court proceedings, the relevant courts of the part of the United Kingdom in which you live will have non-exclusive jurisdiction in relation to this contract.

13.5           The laws of England and Wales will apply to this contract.

14.             Third party rights

14.1           No one other than a party to this contract has any right to enforce any term of this contract.

Cancellation Period

In relation to a contract for the supply of digital content which is not supplied on a tangible medium, the cancellation period expires at the end of 14 days after the day on which the contract is entered into. Under such a contract, the digital content cannot be supplied before the expiry of the cancellation period.

 Align can begin to supply of the digital content before the end of the cancellation period if:

 (a)  the consumer gives their express consent to this, and

(b)  the consumer has acknowledged that the right to cancel the contract will be lost.

Please also note that the consumer will no longer have the right to cancel the contract if, before the end of the cancellation period, the consumer is supplied with the digital content after the consumer has given the consent and acknowledgement as outlined above.

DATED 10 September 2021                          

1.               Definitions and interpretation

1.1             In these Conditions the following definitions apply:

1.2             In these Conditions, unless the context otherwise requires:

1.2.1         a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);

1.2.2         any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;

1.2.3         a reference to a ‘party’ means either the Supplier or the Customer and includes that party’s personal representatives, successors and permitted assigns;

1.2.4         a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.5         a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.6         a reference to a gender includes each other gender;

1.2.7         words in the singular include the plural and vice versa;

1.2.8         any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.9         a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;

1.2.10       a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time;

1.2.11       a reference to legislation includes all subordinate legislation made from time to time under that legislation; and

1.2.12       a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2.               Application of these conditions

2.1             These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.

2.2             No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.

2.3             No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Customer and the Supplier respectively.

2.4             Each Order by the Customer to the Supplier shall be an offer to purchase the Deliverables subject to the Contract including these Conditions.

2.5             If the Supplier is unable to accept an Order, it shall notify the Customer as soon as reasonably practicable.

2.6             The offer constituted by an Order shall remain in effect and capable of being accepted by the Supplier for 3 Business Days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn.

2.7             The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the earlier of:

2.7.1         the Supplier’s written acceptance of the Order; or

2.7.2         the Supplier delivering or performing the Deliverables or notifying the Customer that they are ready to be delivered or performed (as the case may be).

2.8             Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.

2.9             The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Deliverables and are incapable of being accepted by the Customer.

2.10           Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.

3.               Price

3.1             The price for the Deliverables shall be as set out in the Order.

3.2             The Prices are exclusive of:

3.2.1         all other related charges or taxes which are not included in the standard price which shall be charged in addition at the Supplier’s standard rates, and

3.2.2         VAT.

3.3             The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.

3.4             The Supplier may increase the Price at any time by giving the Customer not less than [15] Business Days’ notice in writing provided that the increase does not exceed [25 percentage] of the Prices in effect immediately prior to the increase.

3.5             Notwithstanding clause 3.4, the Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Deliverables which exceeds [insert percentage] and which is due to any factor beyond the control of the Supplier.

4.               Payment

4.1             The Supplier shall invoice the Customer for the Deliverables, partially or in full, at any time following acceptance of an Order.

4.2             The Customer shall pay all invoices:

4.2.1         in full without deduction or set-off, in cleared funds within [14] of the date of each invoice; and

4.2.2         to the bank account nominated by the Supplier.

4.3             Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:

4.3.1         the Supplier may, without limiting its other rights, charge interest on such sums at 3% a year above the base rate of Bank of England from time to time in force, and

4.3.2         interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

5.               Credit limit

The Supplier may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.

6.               Delivery and performance

6.1             The Goods shall be delivered by the Supplier, or its nominated carrier, to the Location on the date(s) specified in the Order.

6.2             The Goods shall be deemed delivered on arrival only of the Goods at the Location by the Supplier or its nominated carrier (as the case may be).

6.3             The Services shall be performed by the Supplier at the Location on the date(s) specified in the Order.

6.4             The Services shall be deemed delivered by the Supplier only on completion of the performance of the Services at the Location.

6.5             The Customer shall be entitled to reject a delivery of the Goods where an incorrect volume of the Goods has been supplied where such delivery is outside the tolerances set out in the Order.

6.6             The Supplier may deliver the Goods or perform the Services in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.

6.7             Each delivery or performance of the Deliverables shall be accompanied by a delivery note stating:

6.7.1         the date of the Order;

6.7.2         the relevant Customer and Supplier details;

6.7.3         if Goods, the product numbers and type and quantity of Goods in the consignment;

6.7.4         if Services, the category, type and quantity of Services performed;

6.7.5         any special instructions, handling and other requests; and

6.7.6         in the case of Goods, whether any packaging material is to be returned, in which case the Customer shall, after the Goods are unpacked, make them available for collection by the Supplier at the Supplier’s expense.

6.8             Time is not of the essence in relation to the performance or delivery of the Deliverables. The Supplier shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only.

6.9             The Supplier shall not be liable for any delay in or failure of performance caused by:

6.9.1         the Customer’s failure to make the Location available;

6.9.2         the Customer’s failure to prepare the Location as required for the Deliverables;

6.9.3         the Customer’s failure to provide the Supplier with adequate instructions for performance or delivery;

6.9.4         Force Majeure.

6.10           If the Customer fails to accept delivery of the Goods the Supplier shall store and insure the Goods pending delivery, and the Customer shall pay all costs and expenses incurred by the Supplier in doing so.

6.11           If [10] Business Days following the due date for delivery or collection of the Goods, the Customer has not taken delivery of or collected them, the Supplier may resell or otherwise dispose of the Goods without any obligation or liability to the Customer, except as provided for in clauses 6.11.1 and 6.11.2. The Supplier shall:

6.11.1       deduct all reasonable storage charges and costs of resale; and

6.11.2       account to the Customer for any excess of the resale price over, or invoice the Customer for any shortfall of the resale price below, the Price paid by the Customer for the Goods.

7.               Risk

Risk in the Goods shall pass to the Customer on delivery.

8.               Title

8.1             Title to the Goods shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Goods.

8.2             Until title to the Goods has passed to the Customer, the Customer shall:

8.2.1         hold the Goods as bailee for the Supplier;

8.2.2         store the Goods separately from all other material in the Customer’s possession;

8.2.3         take all reasonable care of the Goods and keep them in the condition in which they were delivered;

8.2.4         insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting the Supplier’s interest on the policy;

8.2.5         ensure that the Goods are clearly identifiable as belonging to the Supplier;

8.2.6         not remove or alter any mark on or packaging of the Goods;

8.2.7         inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 18.1.1 to 18.1.4 or 18.2.1 to 18.2.16; and

8.2.8         on reasonable notice permit the Supplier to inspect the Goods during the Customer’s normal business hours and provide the Supplier with such information concerning the Goods as the Supplier may request from time to time.

8.5             If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 18.1.1 to 18.1.4 or 18.2.1 to 18.2.16, the Supplier may:

8.5.1         require the Customer at the Customer’s expense to re-deliver the Goods to the Supplier; and

8.5.2         if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.

9.               Warranty

9.1             The Supplier warrants that, at the time of performance, the Deliverables shall:

9.1.1         conform in all material respects to any sample, their description and to the Specification, provided that if the Specification was prepared by the Customer, the Supplier will have no liability for any defects in the Deliverables that result from the Supplier following the Customer’s Specification in all material respects;

9.1.2         be free from material defects in design, material and workmanship;

9.1.3         if Goods, be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and

9.1.4         if Services, be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13; and

9.1.5         any media on which the results of the Services are supplied shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

9.2             The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer’s business and needs.

9.3             As the Customer’s sole and exclusive remedy, the Supplier shall, at its option, correct, repair, remedy, re-perform or refund the Deliverables that do not comply with clause 9, provided that the Customer:

9.3.1         serves a written notice on Supplier not later than [five] Business Days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;

9.3.2         such notice specifies that some or all of the Deliverables do not comply with clause 9.1 and identifying in sufficient detail the nature and extent of the defects; and

9.3.3         gives the Supplier a reasonable opportunity to examine the claim of the defective Deliverables.

9.4             The provisions of these Conditions shall apply to any Deliverables that are corrected, repaired, remedied or re-performed with effect from delivery or performance of those Deliverables.

9.5             The Supplier shall not be liable for any failure of the Goods to comply with clause 9.1:

9.5.1         where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the Goods;

9.5.2         to the extent caused by the Customer’s failure to comply with the Supplier’s instructions in relation to the Goods, including any instructions on installation, operation, storage or maintenance;

9.5.3         to the extent caused by the Supplier following any specification, instruction or requirement of or given by the Customer in relation to the Goods;

9.5.4         where the Customer modifies any Goods without the Supplier’s prior written consent or, having received such consent, not in accordance with the Supplier’s instructions; or

9.5.5         where the Customer uses any of the Goods after notifying the Supplier that they do not comply with clause 9.1.

9.6             Except as set out in this clause 9:

9.6.1         the Supplier gives no warranty and makes no representations in relation to the Deliverables; and

9.6.2         shall have no liability for their failure to comply with the warranty in clause 9.1,

and all warranties and conditions (including the conditions implied by ss. 12–16 of the Supply of Goods and Services Act 1982 and ss. 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.

10.             Anti-bribery

10.1           For the purposes of this clause 10 the expressions ‘”adequate procedures“’ and ‘”associated with“’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

10.2           Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

10.2.1       all of that party’s personnel;

10.2.2       all others associated with that party; and

10.2.3       all of that party’s subcontractors;

involved in performing the Contract so comply.

10.3           Without limitation to clause 10.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

10.4           The Customer shall immediately notify the Supplier as soon as it becomes aware of a breach by the Customer of any of the requirements in this clause 10.

11.             Anti-slavery

11.2           The Customer undertakes, warrants and represents that:

11.2.1       neither the Customer nor any of its officers, employees, agents or subcontractors has:

(a)              committed an offence under the Modern Slavery Act 2015 (an “MSA Offence“); or

(b)              been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or

(c)              is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;

11.2.2       it shall comply with the Modern Slavery Act 2015;

11.2.3       it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to the Supplier on request at any time throughout the Contract;

11.3           The Customer shall notify the Supplier immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under clause 11.2. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.

12.             Indemnity and insurance

12.1           The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.

12.2           The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom or such other country by agreement in writing with the Supplier to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.

13.             Limitation of liability

13.1           The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 13.

13.2           Subject to clauses 13.5 and 13.6, the Supplier’s total liability shall not exceed the Price paid for the Goods and/or Services under the Contract in the preceding 12 months of the liability arising.

13.3           Subject to clauses 13.5 and 13.6, the Supplier shall not be liable for consequential, indirect or special losses.

13.4           Subject to clauses 13.5 and 13.6, the Supplier shall not be liable for any of the following (whether direct or indirect):

13.4.1       loss of profit;

13.4.2       loss or corruption of data;

13.4.3       loss of use;

13.4.4       loss of production;

13.4.5       loss of contract;

13.4.6       loss of opportunity;

13.4.7       loss of savings, discount or rebate (whether actual or anticipated);

13.4.8       harm to reputation or loss of goodwill.

13.5           The limitations of liability set out in clauses 13.2 to 13.4 shall not apply in respect of any indemnities given by either party under the Contract.

13.6           Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

13.6.1       death or personal injury caused by negligence;

13.6.2       fraud or fraudulent misrepresentation; and

13.6.3       any other losses which cannot be excluded or limited by Applicable Law.

14.             Intellectual property

14.1           The Supplier shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that use of the Deliverables infringes the Intellectual Property Rights of any third party (“IPR Claim“), provided that the Supplier shall have no such liability if the Customer:

14.1.1       does not notify the Supplier in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;

14.1.2       makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier;

14.1.3       does not let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;

14.1.4       does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;

14.1.5       does not, at the Supplier’s request, provide the Supplier with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer;

14.1.6       uses the Deliverables in combination with any other goods or services, which without such combination, no IPR Claim could or would have been made.

14.2           If any IPR Claim is made or is reasonably likely to be made, the Supplier may at its option:

14.2.1       procure for the Customer the right to continue receiving the benefit of the relevant Deliverables; or

14.2.2       modify or replace the infringing part of the Deliverables so as to avoid the infringement or alleged infringement, provided the Deliverables remain in material conformance to their Specification.

14.3           The Supplier’s obligations under clause 14.1 shall not apply to Deliverables modified or used by the Customer other than in accordance with the Contract or the Supplier’s instructions. The Customer shall indemnify the Supplier against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the Supplier in connection with any claim arising from such modification or use.

15.             Confidentiality and announcements

15.1           The Customer shall keep confidential all Confidential Information of the Supplier and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

15.1.1       any information which was in the public domain at the date of the Contract;

15.1.2       any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

15.1.3       any information which is independently developed by the Customer without using information supplied by the Supplier; or

15.1.4       any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

except that the provisions of clauses 15.1.1 to 15.1.3 shall not apply to information to which clause 15.4 relates.

15.2           This clause shall remain in force for a period of [five] years from the date of the Contract and, if longer, [three] years after termination of the Contract.

15.3           The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

15.4           To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any provisions of clause 16.

16.             Processing of personal data

16.1           The parties acknowledge that the factual arrangement between them dictates the classification of each party in respect of the Data Protection Laws. Notwithstanding the foregoing the parties anticipate that the Customer shall act as a Controller and the Supplier shall act as a Processor where the Supplier is Processing the Personal Data on behalf of the Customer in relation to the Permitted Purpose in connection with the performance of its obligations under this Contract.

16.2           In performing its obligations under this Contract, the Supplier and Customer agree to comply with the obligations imposed upon it under the Data Protection Laws.

16.3           Each of the Supplier and the Customer acknowledge and agree that Schedule 2 (Data Processing Particulars) to this Contract is an accurate description of the Data Processing Particulars.

16.4           Data Controller Obligations

16.4.1       Without limiting the generality of the obligations set out in Paragraph 16.2, in particular, the Customer shall:

(a)              make all required notification(s) to the ICO in relation to its Processing of Personal Data;

(b)              ensure that it is not subject to any prohibition or restriction which would: (i) prevent or restrict it from disclosing or transferring Personal Data to the Supplier; (ii) prevent or restrict it from granting the Supplier access to Personal Data; and/or (iii) prevent or restrict the Supplier from Processing Personal Data, in each case as required for the Supplier to perform the Services in accordance with this Contract;

(c)              ensure that all fair processing notices have been given (and/or, as applicable, consents obtained) and are sufficient in scope to allow the Supplier to Process Personal Data as required in connection with the provision of the Services under this Contract and in accordance with the Data Protection Laws;

(d)              ensure that all Personal Data disclosed or transferred to, or accessed by, the Supplier is accurate, up-to-date, adequate, relevant and not excessive to enable the Supplier to process Personal Data as required for the Supplier to perform the Services in accordance with this Contract;

(e)              maintain technical and organisational security measures sufficient to comply at least with the obligations imposed on the Controller by Data Protection Laws including, without limitation, (i) ensuring a level of security appropriate to the risk involved in the processing (which shall include without limitation and, as appropriate, taking steps such as the pseudonymisation and/or encryption of personal data, taking steps to ensure the ongoing confidentiality, integrity, availability and resilience of the systems and services used to process Personal Data, ensuring the ability to restore the availability and access to Personal Data and regularly testing the effectiveness of the systems in place); (ii) adhering to any relevant codes of conduct or approved certifications; and (iii) ensuring that all individuals who have access to Personal Data maintain the confidentiality and security of Personal Data and comply with the terms of this Contract; and

(f)               not do anything which shall damage the reputation of the Supplier.

16.5           Data Processor Obligations

16.5.1       To the extent that the Supplier Processes any Personal Data as a Processor on behalf of the Customer for the purpose of performing the Services under this Contract, the Supplier undertakes to the Customer that the Supplier shall:

(a)              only Process Personal Data for and on behalf of the Customer for the purposes of performing its obligations under this Contract and only in accordance with the Customer’s instructions from time to time, unless otherwise required by law;

(b)              inform the Customer immediately if it considers any of the Customer’s instructions infringes Data Protection Laws;

(c)              implement and maintain appropriate technical and organisational security measures to safeguard against any unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data and where requested provide to the Customer evidence of its compliance with such requirement;

(d)              take all reasonable steps to ensure the reliability and integrity of any of its staff and independent contractors who have access to Personal Data and ensure that only staff and contractors who are required to assist in performing the Services have access to such Personal Data;

(e)              ensure that any of its staff and/or contractors who have access to Personal Data have entered into appropriate contractually binding confidentiality undertakings;

(f)               not disclose Personal Data to a third party (including a sub-contractor or sub-processor) unless the third party agrees to terms which are substantially the same as the terms set out in this Contract or in response to Third Party Requests where the Supplier is prohibited by law or regulation from notifying the Customer;

(g)              at the Customer’s reasonable request: (i) make available to the Customer evidence to demonstrate the Supplier’s compliance with the requirements of this Paragraph 16.5.1; and/or (ii) allow for and contribute to audits of the Supplier’s Processing activities pursuant to this Contract conducted by or on behalf of the Customer on reasonable notice;

(h)              at the Customer’s direction, arrange for the prompt and safe return and/or secure permanent destruction of all Personal Data, together with all copies in its possession or control (if any) within twenty eight (28) days of such direction and, where requested by the Customer, certify that such destruction has taken place, except where the Supplier is required by Applicable EU Law to retain any of such Personal Data;

(i)               not transfer any Personal Data to a Restricted Country unless such transfer is made in compliance with the Data Protection Laws; and

(j)               at the Customer’s request use all reasonable endeavours to assist the Customer to comply with the obligations imposed on the Customer by or in relation to:

(i)               the rights of Data Subjects;

(ii)              assistance to the ICO; and/or

(iii)             Data Protection impact assessments, as required by the Data Protection Laws

provided that any such assistance shall be provided to the Customer subject to a fee payable to the Supplier to be agreed between the Parties.

17.             Force majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than [number] days,  either party may terminate the Contract by written notice to the other party.[Guidance Note: We typically see that a force majeure event should continue for a continuous period of between 30-90 days before a party has a right to terminate.]

18.             Termination

18.1           The Supplier may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:

18.1.1       the Customer commits a material breach of the Contract and such breach is not remediable;

18.1.2       the Customer commits a material breach of the Contract which is not remedied within [14] days of receiving written notice of such breach;

18.1.3       the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within [30] days after the Supplier has given notification that the payment is overdue; or

18.1.4       any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

18.2           The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:

18.2.1       stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

18.2.2       is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;

18.2.3       is for any reason dissolved, or any resolution is passed or order made for its dissolution;

18.2.4       has a company voluntary arrangement under the Insolvency Act 1986 proposed, applied for or entered into;

18.2.5       has a liquidator, receiver, manager, administrator or administrative receiver, nominee, supervisor or other similar officer appointed over all or any part of its undertaking, assets or income; has a liquidator is appointed or it goes into liquidation or passes a resolution for voluntary winding up or its directors convene a meeting of shareholders to consider passing such a resolution (except for the exclusive purpose of a bona fide reconstruction or amalgamation in each case not involving insolvency and in such manner that the entity resulting therefrom effectively agrees to be bound by or assumes the obligations imposed on that party under this Contract) or an order is made for its winding up;

18.2.6       has any voluntary arrangement, composition, compromise or arrangement proposed, applied for or entered into with creditors;

18.2.7       has any restructuring plan, composition, compromise or arrangement proposed, applied for or entered into with members or creditors the purpose of which is to eliminate, reduce, prevent or mitigate the effect of any financial difficulties; 

18.2.8       has proposed in respect of it a company voluntary arrangement pursuant to the Insolvency Act 1986 or any other composition, scheme, arrangement, compromise or restructuring plan with, or assignment for the benefit of, any of its creditors;

18.2.9       takes any action to enter into any informal scheme, arrangement, compromise or restructuring plan with creditors;

18.2.10 has a notice of intention to appoint an administrator filed with the court and/or served on any creditor or any resolution is passed or order made for its administration or has an administrator appointed (by court order or otherwise including by its directors, the company or by a floating charge holder), or has a petition presented to any court for its winding up or an application is made for the appointment of an administrator or an administration order, or any winding-up or administration order is made against it;

18.2.11 has a monitor is appointed or any document filed at court initiating or applying for a moratorium or order is made for a moratorium to come into force

18.2.12 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within [seven] days of that procedure being commenced;

18.2.13 has a freezing order made against it;

18.2.14 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;

18.2.15 is subject to any events or circumstances analogous to those in clauses 18.2.1 to 18.2.14 in any jurisdiction;

18.2.16 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 18.2.1 to 18.2.15 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

18.3           The Supplier may terminate the Contract at any time by giving not less than [four] weeks’ notice in writing to the Customer if the Customer undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months.

18.4           The right of the Supplier to terminate the Contract pursuant to clause 18.2 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.

18.5           If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 18, it shall immediately notify the Supplier in writing.

18.6           Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.

19.             Notices

19.1           Any notice given by a party under these Conditions shall:

19.1.1       be in writing and in English;

19.1.2       be signed by, or on behalf of, the party giving it (except for notices sent by email); and

19.1.3       be sent to the relevant party at the address set out in the Contract

19.2           Notices may be given, and are deemed received:

19.2.1       by hand: on receipt of a signature at the time of delivery;

19.2.2       by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;

19.2.3       by email provided confirmation is sent by first class post: on receipt of a delivery receipt email from the correct address.

19.3           Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 19.1 and shall be effective:

19.3.1       on the date specified in the notice as being the date of such change; or

19.3.2       if no date is so specified, [five] Business Days after the notice is deemed to be received.

19.4           All references to time are to the local time at the place of deemed receipt.

19.5           This clause does not apply to notices given in legal proceedings or arbitration.

20.             Cumulative remedies

The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.

21.             Time

Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Customer’s obligations only.

22.             Further assurance

The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

23.             Entire agreement

23.1           The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

23.2           Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

23.3           Nothing in these Conditions purports to limit or exclude any liability for fraud.

24.             Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

25.             Assignment

25.1           The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent, such consent not to be unreasonably withheld or delayed.

25.2           Notwithstanding clause 25.1, the Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives the Supplier prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself.

26.             Set off

26.1           The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.

26.2           The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

27.             No partnership or agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

28.             Equitable relief

The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

29.             Severance

29.1           If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

29.2           If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

30.             Waiver

30.1           No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

30.2           No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.

30.3           A waiver of any term, provision, condition or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.

31.             Compliance with law

The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

32.             Conflicts within contract

If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the [Order/Conditions] shall prevail to the extent of the conflict.

33.             Costs and expenses

The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

34.             Third party rights

34.1           Except as expressly provided for in clause 34.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

34.2           Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

35.             Dispute resolution

35.1           Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 35.

35.2           The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

35.3           Within five Business Days of service of the notice, representatives of each of the parties who have the authority to make decisions in relation to the Contract shall meet to discuss the dispute and attempt to resolve it. The parties shall use all reasonable endeavours to reach a negotiated resolution.

35.4           Until the parties have completed the step referred to in clause 35.3, and have failed to resolve the dispute, neither party shall commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts.

36.             Governing law

The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

37.             Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

Schedule 1

ORDER

Date:

Customer: [insert full registered company name and trading name (if any) and registered number, place of registration, VAT number, registered or supervisory body.]

Name:

Address: [registered office address]

Contact:

Supplier

Name: [insert full registered company name and trading name (if any) and registered number, place of registration]

Address: [registered office address]

Contact:

Location:

Goods

Services

Delivery and performance dates/periods:

The terms and conditions which apply to and govern this Order are the Conditions. The parties agree that all other terms and conditions are expressly excluded.

The Customer has read and accepts the Order and Contract subject to the Conditions above.

Signed by or on behalf of the Supplier………………..……………………………..Date……………20[ ]

Name………………………………………………………..Position…………………………………………………

Signed by or on behalf of the Customer……………..………………………………Date…………….20[    ]

Name…………………………………………………………Position…………………………………………………

Schedule 2  

Data processing particulars