Important information and who we are
We are committed to ensuring that your privacy is protected and we shall endeavour to use any information that you provide when using this website in accordance with this privacy notice.
We may amend this policy from time to time by updating this page. Therefore, we suggest you check this page occasionally to ensure you are aware of and are happy with any amendments.
Purpose of this privacy notice
This privacy notice outlines how we may use information that we obtain about you when you do business with us as a client of Cifra, as an adviser to our clients, supplier or other contact or as the officer, employee or other person related to such entities.
This website is not intended for children and we do not knowingly collect data relating to children.
It is important that you read this privacy notice together with any other privacy notice or fair processing notice we may provide on specific occasions when we are collecting or processing personal data about you, so that you are fully aware of how and why we are using your data. This privacy notice supplements the other notices and is not intended to override them.
Cifa is the controller and responsible for your personal data (collectively referred to as “Company”, “we”, “us” or “our” in this privacy notice).
We have appointed a data privacy manager who is responsible for overseeing questions in relation to this privacy notice. If you have any questions about this privacy notice, including any requests to exercise your legal rights, please contact the data privacy manager using the details set out below.
How to contact
You have the right to make a complaint at any time to the Information Commissioner’s Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance.
Our company details
Cifra-agency.com is the trading name of Cifra LLC, a company incorporated in England and Wales (no. 7016136) – VAT Registered: (no. 981 5863 76). Cifra-agency.com is the trading name of Cifra LLC, a company incorporated in England and Wales (no. 7016136) – VAT Registered: (no. 981 5863 76).
Changes to the privacy notice and your duty to inform us of changes
It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.
Third party links
Our website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy notice of every website you visit.
The data we collect about you
Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).
We may collect, use, store and transfer different kinds of personal data about you which we have grouped together as follows:
- Identity Data includes [first name, maiden name, last name, username or similar identifier, marital status, title, date of birth and gender]
- Contact Data includes your [home address, business address, email address and telephone numbers]
- Professional Data includes [salary, job titles, previous roles, and professional experience and qualifications]
- Transaction Data includes [details about payments to and from you and other details of services you have purchased from us]
- Technical Data includes [internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access our website.]
- Usage Data includes [information about how you use our website and services]
- Marketing and Communications Data includes information that allows us to choose how best to market specific communications to you
- Special Categories of Personal Data where you provide this to us in the context of your instructions or in applying for a job (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health and genetic and biometric data)
We also collect, use and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data may be derived from your personal data but is not considered personal data in law as this data does not directly or indirectly reveal your identity. For example, we may aggregate your Usage Data to calculate the percentage of users accessing a specific website feature. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this privacy notice.
If you fail to provide personal data
Where we need to collect personal data by law, or under the terms of a contract we have with you or your employer and you fail to provide that data when requested, we may not be able to perform the contract we have or are trying to enter into (for example, to provide the goods or services). In this case, we may have to cancel services but we will notify you if this is the case at the time.
How is your personal data collected?
We use different methods to collect data from and about you including through:
Direct interactions. You may give us your data through our provision of services or goods to you, your employer or the organisation you represent, during the course of dealings with you for or on behalf of a client, and by filling in forms or by corresponding with us [website, post, phone, email or otherwise]. This includes personal data you provide when you:
- apply for or use our goods and/ or services;
- subscribe to our service or publications;
- request marketing to be sent to you; or
- give us some feedback.
Automated technologies or interactions. As you interact with our website, we may automatically collect Technical Data about your equipment, browsing actions and patterns.
Third parties or publicly available sources. We may receive personal data about you from various third parties and public sources as set out below:
- Technical Data from analytics providers such as Google based outside the EU.
- Identity and Contact Data from publicly available sources such as the internet, Experian, Companies House and the Electoral Register based inside the EU
How we use your personal data
We will only use your personal data when the law allows us to. Most commonly, we will use your personal data in the following circumstances:
- Where we need to perform the contract we are about to enter into or have entered into with you.
- Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
- Where we need to comply with a legal or regulatory obligation.
- To carry out services we have agreed to provide to you.
You have the right to withdraw consent to marketing at any time by contacting us.
Purposes for which we will use your personal data
We have set out below, in a table format, a description of all the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.
Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data. Please contact us if you need details about the specific legal ground we are relying on to process your personal data where more than one ground has been set out in the table below.
We strive to provide you with choices regarding certain personal data uses, particularly around marketing and advertising. We have established the following personal data control mechanisms:
Promotional offers from us
We may use your Identity, Contact, Technical, and Usage Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which services and offers may be relevant for you (we call this marketing).
You will receive marketing communications from us if you have purchased services from us previously and you have not opted out of receiving that marketing or if you have signed up to our Inner Circle newsletter.
You can ask us to stop sending you marketing messages at any time by following the opt-out links on any marketing message sent to you or by contacting us at any time.
Where you opt out of receiving these marketing messages, this will not apply to personal data provided to us as a result of a service purchase or other transactions.
Change of purpose
We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us.
If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.
Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.
Disclosures of your personal data
We may have to share your personal data with the third parties set out below for the purposes set out in the table above.
- Service providers acting as processors based in the UK who provide services to us, including but not limited to, IT.
- Professional advisers acting as processors or joint controllers who provide services to us.
- HM Revenue & Customs, regulators and other authorities acting as processors or joint controllers based in the United Kingdom who require reporting of processing activities in certain circumstances.
- Third party service providers who provide services that involve data processing, translation, technology, research, banking and payment, client contact, data entry and processing, litigation support, marketing and security services and other similar services.
- Third parties to whom we may choose to sell, transfer, or merge parts of our business or our assets. Alternatively, we may seek to acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this privacy notice.
We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.
Some of our external third parties may be based or may send personal data outside the European Economic Area (EEA) so their processing of your personal data may involve a transfer of data outside the EEA.
Whenever we transfer your personal data out of the EEA, we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented:
- Where we use certain service providers, we may use specific contracts approved by the European Commission which give personal data the same protection it has in Europe. For further details, see European Commission: Model contracts for the transfer of personal data to third countries.
- Where we use providers based in the US, we may transfer data to them if they are part of the Privacy Shield which requires them to provide similar protection to personal data shared between Europe and the US. For further details, see European Commission: EU-US Privacy Shield.
- Please contact us if you want further information on the specific mechanism used by us when transferring your personal data out of the EEA.
We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.
We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.
We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.
To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.
By law we have to keep basic information about our clients (including Contact, Identity, and Transaction Data) for six years after they cease being clients for regulatory purposes.
In some circumstances you can ask us to delete your data: see Request erasure below for further information.
In some circumstances we may anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes in which case we may use this information indefinitely without further notice to you.
Your legal rights
Under certain circumstances, you have rights under data protection laws in relation to your personal data. You have the right to:
Request access to your personal data (commonly known as a “data subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.
Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios: (a) if you want us to establish the data’s accuracy; (b) where our use of the data is unlawful but you do not want us to erase it; (c) where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or (d) you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.
Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain services to you. We will advise you if this is the case at the time you withdraw your consent.
If you wish to exercise any of the rights set out above, please contact us.
No fee usually required
You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances.
What we may need from you
We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.
Time limit to respond
We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.
Cookies are text files stored on your computer, and accessible only to the websites which create them.
Most web browsers automatically accept cookies, however you may delete, or disable cookies by following the instructions at http://www.allaboutcookies.org/manage-cookies/. Please note that you may not be able to take full advantage of a website if you disable cookies.
Further information about cookies can be found on the Interactive Advertising Bureau’s website www.allaboutcookies.org.
|Service||Cookie||More Information||Privacy / Opt Out|
|Google Analytics||“_utm*”||Analytics software enables usage statistic tracking such as entrance and exit points, bounce rates, conversion and related events.||http://www.google.com/policies/privacy/|
|act, locale, lu, datr, csm||Allow interaction with social and share buttons such as “Like”||Facebook privacy page|
|guest_ID, secure_token_session||Allow interaction with social and share buttons such as “Tweet”||Twitter’s Privacy Page|
Our systems automatically gather some anonymous information about visitors, including IP addresses, browser type, language, and the times and dates of webpage visits. The data collected does not include personally identifiable information and is used, as described above, for statistical analysis, to understand user behaviour, and to administer the site.
Legitimate Interest means the interest of our business in conducting and managing our business to enable us to give you the best service and the best and most secure experience particularly in compliance with our agreed terms and conditions with you (in the case of clients of Cifra), or agreed terms of business (in the case of suppliers to Cifra). We make sure we consider and balance any potential impact on you (both positive and negative) and your rights before we process your personal data for our legitimate interests. We do not use your personal data for activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted to by law). You can obtain further information about how we assess our legitimate interests against any potential impact on you in respect of specific activities by contacting us.
Performance of Contract means processing your data where it is necessary for the performance of a contract to which you are a party or to take steps at your request before entering into such a contract.
Comply with a legal or regulatory obligation means processing your personal data where it is necessary for compliance with a legal or regulatory obligation that we are subject to.
Terms and Conditions
In these conditions ‘Cifra’’, ‘we’ ‘our’ and ‘us’ shall mean Cifra LLC, company registration number 7016136, its associated companies and, in all relevant cases, any successor or assignee.
The expressions ‘you’ or ‘your’ refer to you, our client.
1. Contract between us
1.1 These terms and conditions together with:
- any letter/email which we may send you confirming your appointment of us and outlining your requirement for our services (‘Engagement Letter’), and
- any Statement of Work which we may send you with a detailed analysis of the scope and cost of our services (“Statement of Work”) constitute the contract between you and Cifra.
1.2 Our commencement or execution of work pursuant to the Engagement Letter and /or Statement of Work shall establish a contract for the supply and purchase of those services on these conditions. Your standard terms and conditions (if any) attached to, enclosed with, or referred to in any communications between us shall not govern the contract between us.
1.3 Our Services may be:
- specific to a Project and/ or
- provided on an on-going basis subject to Retainer (minimum 12 month Contract).
2.1. The definitions and rules of interpretation in clause 1 and in this clause apply in these terms and conditions.
- Contract: the contract between us as detailed in clause 1.
- Deliverables: all products and materials developed by us in relation to the Project/Retainer in any media, including, without limitation, computer programs, data, diagrams, reports and specifications (including drafts) as detailed in the Statement of Work.
- Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, typography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
- Pre-existing Materials: materials which existed before the commencement of the Project/Retainer.
- Project: the project as described in the Engagement Letter and /or the Statement of Work.
- Project Manager: our manager for the Project, as advised to you in writing.
- Project Plan: the plan including performance dates for the Project as detailed in the Engagement Letter and / or the Statement of Work.
- Retainer: our appointment to provide Services on an on-going basis as detailed in the Statement of Work.
- Statement of Work: any detailed Statement of Work we may provide to you describing the Project and setting out your requirements, the Deliverables and Cifra’s proposed approach.
- Services: the services to be provided by us under the Contract.
- Stages: the stages of the process by which the Project is delivered as detailed in the Statement of Work.
- VAT: value added tax chargeable under English law for the time being and any similar additional tax.
2.2. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
2.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
2.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
2.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
2.7. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2.8. A reference to writing or written includes faxes and e-mail.
2.9. References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
3. Application of conditions
3.1. These conditions shall:
- apply to and be incorporated in the Contract; and
- prevail over any inconsistent terms or conditions contained in, or referred to in, the Engagement Letter, the Statement of Work or implied by law, trade custom, practice or course of dealing.
3.2. These Terms are subject to change from time to time and are updated on our website at http://cifra-agency.com
4. Our obligations
4.1. We shall use reasonable endeavours to:
4.1.1. manage and complete the Project, and to deliver the Deliverables to you, in accordance in all material respects with the Project Plan and/or
4.1.2. provide Services in accordance with the terms of the Retainer
4.2. We will use reasonable endeavours to meet the performance dates specified in the Statement of Work, but any such dates shall be estimates only and time shall not be of the essence of the Contract.
4.3. We will appoint the Project Manager who shall have authority to contractually bind us on all matters relating to the Project. We will use reasonable endeavours to ensure that the same person acts as Project Manager throughout the Project, but may replace him from time to time where reasonably necessary in the interests of our business.
5. Your obligations
5.1. You shall:
- co-operate with us in all matters relating to the Project and or the Retainer;
- provide in a timely manner such access to your premises and data, and such office accommodation and other facilities, as is requested by us;
- provide in a timely manner such information as we may request, and ensure that such information is accurate in all material respects.
5.2. We require that you provide all approvals for agreed deliverables in a reasonable period of time in order to ensure the Project /Retainer runs smoothly and allows for maximum time for performance. If you do not comply with a request for a sign-off without good cause, you must assume responsibility for consequential delays.
5.3. Without prejudice to clause 5.2, if the performance of our obligations under the Contract is prevented or delayed by any act or omission of you or your agents, sub-contractors or employees, you will in all circumstances be liable to pay to us on demand all reasonable costs, charges or losses sustained or incurred by us (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, costs of restarting the project if put on hold for any reason, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to confirmation from us in writing of such costs, charges and losses.
5.4. You will not, without our prior written consent, at any time from the date of the Contract to the expiry of twelve months after the completion of the Services, solicit or entice away from us or employ or attempt to employ any person who is, or has been, engaged by us as an employee or sub-contractor.
6. Change control
6.1. Our Project Manager shall communicate with your appointed representative at least once every fortnight to discuss matters relating to the Project. If either party wishes to change the scope of the Services, it shall submit details of the requested change to the other in writing.
6.2. If either party requests a change to the scope or execution of the Services, we will, within a reasonable time, provide a written estimate to you of:
- the likely time required to implement the change;
- any variations to our charges arising from the change;
- the likely effect of the change on the Project Plan; and
- any other impact of the change on the terms of the Contract.
6.3. If we request a change to the scope of the Services, you will not unreasonably withhold or delay consent to it.
6.4. If you wish us to proceed with the change, we have no obligation to do so unless and until the parties have agreed in writing on the necessary variations to the charges, the Project Plan and any other relevant terms of the Contract to take account of the change.
7. Charges and payment
7.1. Services to be provided on a time-and-materials basis.
The price for Services provided on a time and material basis will be as detailed in the Statement of Work.
7.2. Services to be provided for a fixed price.
Where the Services are provided for a fixed price the total price for the Services shall be the amount set out in the Statement of Work . The total price shall be paid to us in installments as set out in the Statement of Work on achieving the corresponding Stage. All amounts due under this agreement shall be paid by you to us in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). On completion of a Stage we will invoice you for the charges that are then payable, together with expenses and the costs of materials (and VAT, where appropriate).
Once a Stage has been completed, charges for that Stage must be paid in full before the following Stage is commenced.
VAT will be added to our invoices at the appropriate rate.
Any changes or amendments beyond the specified amount of amendments as stated / included in the Statement of Work. Additional items will be estimated and charged for separately using our Change Request Form.
7.3. You agree to pay each invoice submitted to you by us in full, and in cleared funds, within 30days of receipt.
7.4. Without prejudice to any other right or remedy that we may have, if you fail to pay on the due date we may:
- charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and
- suspend all Services until payment has been made in full.
7.5. Time for payment shall be of the essence of the Contract.
7.6. All payments payable to us under the Contract shall become due immediately on termination of the Contract, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
8. Intellectual property rights
8.1. All Intellectual Property Rights and all other rights in the Deliverables shall be owned by us. We hereby licence all such rights to you free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable you to make reasonable use of the Deliverables and the Services as is envisaged by the parties. If we terminate the Contract under condition 12 this licence will automatically terminate.
8.2. You acknowledge that your use of rights in Pre-existing Materials is conditional on us obtaining a written end-user licence (or sub-licence) of such rights from the relevant licensor or licensors on such terms as will entitle us to licence such rights to you.
8.3. You acknowledge and agree that we shall be entitled to exploit any material created by us under this Agreement provided that all references to and any confidential information and material provided by you are deleted. We may also make reference to the Services and to you for the purposes of marketing, advertising and PR in our promotional material and website including creds, case history and news, Facebook, Linkedin, Twitter and other social media used by us and in any press coverage approved by us.
9. Confidentiality and our property
9.1. You shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to you by us or our agents, and any other confidential information concerning our business or our products which you may obtain. You will restrict disclosure of such confidential material to such of your employees, agents or sub-contractors as they need to know it, for the purpose of discharging your obligations to us, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind you.
9.2. All materials, equipment and tools, drawings, specifications and data supplied by us to you shall at all times be and remain our exclusive property, but shall be held by you in safe custody at your own risk and maintained and kept in good condition by you until returned to us, and shall not be disposed of or used other than in accordance with our written instructions or authorisation.
9.3. This condition 9 shall survive termination of the Contract, however arising.
10. Limitation of liability
10.1. The following provisions set out our entire financial liability (including without limitation any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
- any breach of the Contract howsoever arising;
- any use made by you of the Services, the Deliverables or any part of them; and
- any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.
10.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.3. Nothing in these conditions excludes our liability:
- for death or personal injury caused by our negligence; or
- for fraud or fraudulent misrepresentation.
10.4. Subject to condition 10.2 and condition 10.3:
- We will not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
- loss of profits; or
- loss of business; or
- depletion of goodwill or similar losses; or
- loss of goods; or
- loss of contract; or
- loss of use; or
- loss or corruption of data or information; or
- any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
- our total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Services.
11.1. Where our Services are provided on a Retainer basis the Contract will be for an initial minimum period of 12 months from the date of commencement of the Services (“Initial Period”). After the Initial Period the Contract may be terminated by either party giving to the other one clear calendar month’s written notice of termination, such notice to expire:
- on the last day of a month
- on or after the expiry of the Initial Term.
Upon termination we will invoice you and you agree to pay within 30 days of receipt of such invoice all undisputed outstanding fees for any work that has been carried out under the Contract.
11.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:
- the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
- the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;
- the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
- the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party.
12. Force majeure
We will not in any circumstances have any liability to you under the Contract if we are prevented from, or delayed in, performing our obligations under the Contract or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
15. Entire agreement
15.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.2. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract..
16.1. You shall not, without our prior written consent assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
16.2. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Contract.
17. Third party rights
No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
18.1. Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:
- delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
- sent by fax or email.
18.2. Any notice or communication shall be deemed to have been received:
- if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
- if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
- if sent by fax or email at 9.00 am on the next Business Day after transmission.
18.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include e-mail.
19. Governing law
The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Questions about your privacy?