1.1 The definitions and rules of interpretation in this condition apply in the Contract.
Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
Business Day: a day other than a Saturday, Sunday or a public holiday in England and Wales.
Content: all content including white papers, newsletters, specialist supplements and reports, websites, video, webinars, infographics, primary research, advertising creative, editorial services, native advertising, custom publishing, e-Books, mobile apps, sundry marketing collateral provided by Incisive Media to the Customer, comprised of (i) IM-branded Content; (ii) Third Party Content; or (iii) Other Content.
Contract: the Order Form and Incisive Media’s acceptance of it under condition 2.3.
Customer: the person, firm or company whose details are set out in the Order Form and who purchases Content from Incisive Media.
Data Protection Legislation means (i) the Data Protection Act 1998 and unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation (EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
Data Controller, Data Processor, Data Subject, Personal Data and Supervisory Authority shall have the respective meanings under the Data Protection Legislation.
Force Majeure Incident: any incident or event affecting the performance of any provision of the Contract arising from or attributable to acts, events, omissions, or accidents which are beyond the reasonable control of a party including any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, transport, disruptions, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulations, ruling or omission of any relevant government, court, competent national authority or governing body.
IM-branded Content: Content which is developed by or on behalf of IM and attributed to or using an IM brand, for example, “Investment Week”.
Incisive Media: Incisive Media Group Holdings Limited a company registered in England with registration number 10588557 and registered address New London House, 172 Drury Lane, London, England, WC2B 5QR including, as appropriate, its Affiliates.
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, topography 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.
Order Form: the order form completed and signed by the parties or other written confirmation setting out the primary particulars of the arrangements agreed between the parties in respect of the Contract.
Other Content: Content which is neither IM-branded Content nor Third Party Content.
Project: the project as described in the Order Form.
Third Party Content: Content which is developed and supplied by a third party and for which the ownership of the Intellectual Property Rights of that content is specifically retained by that third party, for example photographs, illustrations and certain other images.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
1.2 The Schedules and Order Form form part of the Contract and shall have effect as if set out in full in the body of the Contract and any reference to the Contract includes the Schedules.
1.3 Condition headings shall not affect the interpretation of the Contract.
1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
2. FORMATION OF CONTRACT
2.1 These conditions shall:
(a) apply to and be incorporated in the Contract; and
(b) prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
2.2 No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on Incisive Media unless in writing and signed by a duly authorised representative of Incisive Media.
2.3 The Order Form constitutes an offer by the Customer to purchase the Content specified in it on these conditions; accordingly, the execution and return of the acknowledgement copy of the Order Form by Incisive Media, or Incisive Media’s commencement or execution of work pursuant to the Order Form, shall establish a contract for the supply and purchase of the Content on these conditions. The Customer’s standard terms and conditions (if any) attached to, enclosed with, or referred to in the purchase order shall not govern the Contract.
3.1 The Contract shall take effect on and from the Start Date and shall continue for the period specified in the Order Form or until all Content is delivered pursuant to the Order Form.
4. INCISIVE MEDIA’S OBLIGATIONS
4.1 Incisive Media shall use reasonable endeavours to [manage and complete the Project, and to] deliver the Content to the Customer, in accordance in all material respects with the Order Form.
4.2 Incisive Media shall use reasonable endeavours to meet the performance dates specified in the Order Form, but any such dates shall be estimates only and time shall not be of the essence of the Contract.
5. CUSTOMER’S OBLIGATIONS
5.1 The Customer shall:
(a) co-operate with Incisive Media in all matters relating to the Project;
(b) provide in a timely manner such access to the Customer’s materials, data and, where appropriate, premises and such office accommodation and other facilities, as is requested by Incisive Media; and
(c) provide in a timely manner such information as Incisive Media may request, and ensure that such information is accurate in all material respects.
5.2 If Incisive Media’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or the Customer’s agents, subcontractors or employees, the Customer shall in all circumstances be liable to pay to Incisive Media on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to Incisive Media confirming such costs, charges and losses to the Customer in writing.
5.3 The Customer shall not, without the prior written consent of Incisive Media, at any time from the date of the Contract to the expiry of six months after the completion of the Content, solicit or entice away from Incisive Media or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of Incisive Media, except that the Customer shall not be in breach of this condition 5.3 if it hires an employee or sub-contractor of Incisive Media as a result of a recruitment campaign not specifically targeted to any employees or subcontractors of Incisive Media. Any consent given by Incisive Media in accordance with this condition shall be subject to the Customer paying to Incisive Media on demand a sum equivalent to 20% of the then current annual remuneration of Incisive Media’s employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by the Customer to such employee or sub-contractor.
6. CHANGE CONTROL
6.1 If either party requests a change to the scope of the Content, Incisive Media shall, within a reasonable time, provide a written estimate to the Customer of:
(a) the likely time required to implement the change;
(b) any variations to Incisive Media’s charges arising from the change;
(c) the likely effect of the change on the Project detail in the Order Form; and
(d) any other impact of the change on the terms of the Contract.
6.2 If Incisive Media requests a change to the scope of the Content, the Customer shall not unreasonably withhold or delay consent to it.
6.3 If the Customer wishes Incisive Media to proceed with the change, Incisive Media has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Order Form and any other relevant terms of the Contract to take account of the change.
7. CHARGES AND PAYMENT
7.1 The total price for the Content shall be the amount set out in the Order Form and, unless stated otherwise in the Order Form, shall be payable to Incisive Media in the following instalments:
(a) 50% upon signature of the Order Form; and
(b) the balance on the instalments set out in the Order Form such that the final payment is made upon delivery of the final deliverable of Content.
7.2 The price contained in the Order Form excludes, unless otherwise stated:
(a) any expenses, materials and third party services, which shall be invoiced by Incisive Media to the Customer; and
(b) VAT, which Incisive Media shall add to its invoices at the appropriate rate.
7.3 The Customer shall pay each invoice submitted to it by Incisive Media in full, and in cleared funds, within 30 days of receipt.
7.4 Without prejudice to any other right or remedy that Incisive Media may have, if the Customer fails to pay Incisive Media on the due date Incisive Media may:
(a) 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
(b) suspend provision of Content and the operation of any rights in respect of such Content until payment has been made in full.
7.5 Time for payment shall be of the essence of the Contract.
7.6 All amounts payable to Incisive Media under the Contract are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be the sole responsibility of the Customer.
7.7 All payments payable to Incisive Media 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.
7.8 All amounts due under the Contract shall be paid by the Customer to Incisive Media in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Incisive Media may, without prejudice to any other rights it may have, set off any liability of the Customer to Incisive Media against any liability of Incisive Media to the Customer.
8.1 Each party warrants and undertakes to the other that:
(a) it has full authority to enter into the Contract and is not bound by any agreement with any third party that adversely affects the Contract; and
(b) it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under the Contract.
8.2 Incisive Media warrants to the Customer that:
(a) Incisive Media will provide the Content in accordance with good industry practice;
(b) the Content will conform with all descriptions and specifications provided to the Customer by Incisive Media, including any agreed specification; and
(c) the Content will be provided in accordance and the Supplier will comply with all applicable legislation from time to time in force.
8.3 Save as set out in condition 8.2, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 All Intellectual Property Rights and all other rights in the IM-branded Content shall be owned by Incisive Media. Unless the Order Form states otherwise, Incisive Media hereby licenses all such rights to the Customer free of charge and on a nonexclusive, non-transferable and worldwide basis: (i) to reproduce the IM-branded Content in its entirety unaltered, solely in connection with the Customer’s business; (ii) for a period not exceeding 12 months.
9.2 The Customer shall not grant sub-licences nor develop, market or distribute the IM-branded Content or create derivative works from it, in whole or in part, of any of the rights granted of the IM-branded Content, or sub-contract any aspects of exploitation of the rights licensed to it, without Incisive Media’s prior written consent.
Third Party Content
9.3 All Intellectual Property Rights and all other rights in the Third Party Content shall remain with the third party. Incisive Media grants to the Licensee a nontransferable, non-exclusive licence to use the Third Party Content for the period in the territory solely for the purpose, in each case as set out in the Order Form, and in line with the terms of the third party.
9.4 The Customer shall not grant sub-licences nor develop the Third Party Content or create derivative works from it, in whole or in part, of any of the rights granted of the Third Party Content, or sub-contract any aspects of exploitation of the rights licensed to it, without Incisive Media’s prior written consent.
9.5 In consideration of the sums paid by the Customer, Incisive Media hereby assigns to the Assignee absolutely all Intellectual Property Rights throughout the world subsisting in the Other Content for the whole term including any renewals, reversions, revivals and extensions.
9.6 The Customer shall indemnify and keep indemnified Incisive Media from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any claim that Incisive Media’s use of its Materials in accordance with the Contract infringes any Intellectual Property Rights or moral rights of any third party.
9.7 Incisive Media shall indemnify and keep indemnified the Customer from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any claim that the Customer’s use of the Content in accordance with the Contract infringes any Intellectual Property Rights or moral rights of any third party.
9.8 The party seeking to rely on an indemnity at condition 9.6 and 9.7 (“Indemnified Party”) shall:
(a) promptly and fully notify the other party (“Indemnifying Party”) of any thirdparty claim in respect of which it wishes to rely on the indemnity (“IPR Claim”);
(b) allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPR Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party’s prior approval of any settlement terms, which is not to be unreasonably withheld;
(c) provide the Indemnifying Party with any reasonable assistance regarding the IPR Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party’s costs so incurred; and
(d) not, without prior consultation with the Indemnifying Party, make any admission relating to the IPR Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPR Claim diligently and in a way that does not bring the reputation of the Indemnified Party into disrepute.
10. LIMITATION OF LIABILITY
10.1 The following provisions set out the entire financial liability of Incisive Media (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of the Contract howsoever arising;
(b) any use made by the Customer of the Content or any part of it; and
(c) 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 the liability of Incisive Media:
(a) for death or personal injury caused by Incisive Media’s negligence; or
(b) for fraud or fraudulent misrepresentation.
10.4 Subject to condition 10.2 and condition 10.3:
(a) Incisive Media shall 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:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss or corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) Incisive Media’s 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 Content.
11.1 Without prejudice to any rights that have accrued under the Contract or any of its rights or remedies, either party may terminate the Contract with immediate effect at any time by giving written notice to the other party if:
(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make payment;
(b) the other party commits a material breach of any term of the Contract and (if that breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of the Contract in a manner that reasonably justifies the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
(d) 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;
(e) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
(f) 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;
(g) 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;
(h) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party;
(i) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(j) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(k) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(l) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 11.1(d) to condition 11.1(k) (inclusive);
12. CONSEQUENCES OF TERMINATION
12.1 Following termination of the Contract by Incisive Media pursuant to condition 11.1, the rights granted under the Contract by Incisive Media to the Customer to the IMbranded Content and the Third Party Content shall immediately terminate, and the Customer shall no longer use the same.
12.2 Following expiry or termination of the Contract for whatever reason:
(a) each party shall promptly return to the other any property of the other within its possession or control;
(b) each party shall pay to the other any sums that are outstanding and to be accounted for under the Contract;
(c) conditions which expressly or by implication have effect after termination shall continue in full force and effect, including condition 1 (Interpretation), condition 10 (Limitation of liability), condition 12 (Consequences of termination), condition 14 (Confidentiality and Announcements) and condition 17.7 (Governing law and jurisdiction).
12.3 Expiry or termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
13. FORCE MAJEURE
13.1 Any party that is subject to a Force Majeure Incident shall not be in breach of the Contract and shall be excused from performance under the Contract while and to the extent they are unable to perform due to any Force Majeure Incident, provided that:
(a) it promptly notifies the other party in writing of the nature and extent of the Force Majeure Incident causing its failure or delay in performance;
(b) it could not have avoided the effect of the Force Majeure Incident by taking precautions which, having regard to all the matters known to it before the Force Majeure Incident, it ought reasonably to have taken, but did not; and
(c) it has used all reasonable endeavours to mitigate the effect of the Force Majeure Incident, to carry out its obligations under the Contract in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
13.2 If the circumstance of a Force Majeure Incident continues for a period of three months or longer, the party not affected by the Force Majeure Incident shall have the right to terminate the Contract upon written notice to the other. Excuse from performance does not extend the Term of the Contract. This termination shall be without prejudice to the rights of the parties in respect of any breach of the Contract occurring before termination.
14. CONFIDENTIALITY AND ANNOUNCEMENTS
14.1 The Customer shall keep in strict confidence all technical or commercial knowhow, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by Incisive Media or its agents, and any other confidential information concerning Incisive Media’s business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Customer’s obligations to Incisive Media, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.
14.2 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Contract. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
14.3 Subject to condition 14.5, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Contract.
14.4 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Contract.
14.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this condition 14.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
14.6 All materials, equipment and tools, drawings, specifications and data supplied by Incisive Media to the Customer shall at all times be and remain the exclusive property of Incisive Media, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to Incisive Media, and shall not be disposed of or used other than in accordance with Incisive Media’s written instructions or authorisation.
14.7 No party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of the Contract, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other parties, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
15.1 For the duration and purposes of the Contract each party shall not, directly or indirectly, offer, pay, promise to pay or authorise the payment of, any money or thing of value, including any gift, to any government official or to any person while knowing, or having reason to know, that all or a portion of such money or thing of value will be offered, given or promised directly or indirectly, to a government official or to any other person for the purpose of:
(a) influencing any act or decision of such government official, including a decision to fail to perform their official functions; or
(b) inducing such government official to affect or influence any act or decision of such government or instrumentality in order to assist either party in obtaining business with a government entity, or
(c) retaining business for, or with, or directing business to any person.
15.2 For the duration and purposes of the Contract each party shall comply with any anti-bribery or anti-corruption related provisions in criminal and anti-competition laws and/or anti-bribery or anti-corruption laws of the jurisdictions in which the Organiser provides services including the event, together with any amending, consolidating or successor legislation or case law which has effect from time to time in the relevant jurisdictions, including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act, 15 U.S.C. § 78dd-1.
15.3 Breach of this condition shall be deemed a material breach under 11.1(b).
16. DATA PROTECTION
16.1 Each party shall comply with all applicable requirements of the Data Protection Legislation. This condition is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
16.2 Incisive Media and the Customer acknowledge that for the purposes of the Data Protection Legislation, either party may be the Data Controller depending upon what is specified in the Order Form.
16.3 Without prejudice to the generality of condition 16.1, the Data Controller shall ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Data Processor for the duration and purposes of the Contract.
16.4 Without prejudice to the generality of condition 16.1, the Data Processor shall, in relation to any Personal Data processed in connection with the performance by it of its obligations under the Contract:
(a) process that Personal Data only on the written instructions of the Data Controller unless the Data Processor is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Data Processor to process Personal Data (Applicable Laws). Where the Data Processor is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Data Processor shall promptly notify the Data Controller of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Data Processor from so notifying the Data Controller;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Data Controller, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Data Controller has been obtained and the following conditions are fulfilled: (i) the Data Controller or the Data Processor has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; (iii) the Data Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) the Data Processor complies with reasonable instructions notified to it in advance by the Data Controller with respect to the processing of the Personal Data;
(e) assist the Data Controller in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with Supervisory Authorities or regulators;
(f) notify the Data Controller without undue delay on becoming aware of a Personal Data breach and, in any event, within 24 hours;
(g) at the written direction of the Data Controller, delete or return Personal Data and copies thereof to the Data Controller on termination of the Contract unless required by Applicable Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this condition 16.
16.5 The Data Controller does not consent to the Data Processor appointing any third party processor of Personal Data under the Contract.
16.6 Breach of this condition shall be deemed a material breach under condition 11.1(b).
17.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (b) 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, if later, at the time recorded by the delivery service; (c) if sent by email, at 9.00 am on the next Business Day after transmission. This condition 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 condition, “writing” shall not include email.
17.2 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. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
17.3 The Contract may not be assigned, transferred, sub-licensed, or charged by either party without the prior written consent of the other save in respect of its Affiliates.
17.4 No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy.
17.5 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
17.6 Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
17.7 The Contract shall be governed by and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction in respect of any disputes arising from its terms and formation (including non-contractual disputes).
17.8 No third party shall have any rights to enforce any term of the Contract pursuant to the Contracts (Right of Third Parties) Act 1999 or otherwise.