Terms and Conditions.

The Contract comprises only: (1) the Order Form, (2) these Terms and Conditions, and (3) any Change Authorisation Note expressly agreed in writing by UBDS Digital. Any Service Specifications, SLAs, proposals, or other documents shall apply only to the extent expressly incorporated into the Order Form by UBDS Digital. In the event of conflict, these Terms and Conditions shall prevail over all other documents. These Conditions apply to the exclusion of any terms the Customer seeks to impose or incorporate, or which may otherwise be implied by law, trade custom, practice or course of dealing.

1. Interpretation and Definitions

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions

1.2 Interpretations

a) A reference to a statute or statutory provision is a reference to it as amended, extended, re-enacted, or replaced from time to time, and includes subordinate legislation made under it.

b) Words following “including”, “include”, “in particular”, or similar expression shall be construed as illustrative and shall not limit the sense of the words preceding them.

c) A reference to “writing” or “written” includes email (but not fax).

d) Headings are for convenience only and do not affect interpretation.

e) Any ambiguity in these Conditions shall be resolved in favour of UBDS Digital as the drafting party.

2. Basis and Structure of Contract

2.1 This Contract comprises only: (a) the Order Form, (b) these Terms and Conditions, and (c) any Change Authorisation Note expressly agreed in writing by UBDS Digital. Any Service Specifications, SLAs, proposals or other documents shall apply only to the extent expressly incorporated into the Order Form by UBDS Digital. In the event of any conflict or inconsistency, these Terms and Conditions shall prevail over all other documents.

2.2 The Customer acknowledges that any proposal, tender response, presentation, marketing material, sample, catalogue description, brochure or advertising issued by UBDS Digital is provided for illustrative or information purposes only and shall not form part of this Contract or have any contractual force unless expressly incorporated into the Order Form by UBDS Digital.

2.3 Any quotation provided by UBDS Digital shall not constitute an offer. Quotations shall remain valid for a period of 20 Business Days from the date of issue, unless withdrawn earlier by UBDS Digital in writing.

2.4 In the event of any inconsistency between the documents comprising the Contract, the following order of precedence shall apply: (i) these Terms and Conditions, (ii) the Order Form, and (iii) any Change Authorisation Note.

3. Supply of Services

3.1 UBDS Digital shall provide the Services to the Customer in accordance with the Order Form and these Conditions. UBDS Digital shall exercise reasonable skill and care consistent with Good Industry Practice. UBDS Digital shall not be responsible for detecting, preventing or remediating Malware except to the extent directly introduced by UBDS Digital’s personnel in the course of performing the Services. The Customer shall remain responsible for maintaining industry-standard security controls, backups and disaster recovery measures.

3.2 Any Service Performance Levels or SLAs referred to in the Order Form or Service Specification are targets only and shall not be binding or of the essence unless expressly agreed in writing by UBDS Digital. Failure to achieve any Service Performance Level or SLA shall not, of itself, constitute a breach of contract or give rise to any right of termination.

3.3 UBDS Digital may amend the Specification at any time if required to comply with applicable law or regulatory requirements, or if the amendment will not materially and adversely affect the nature or quality of the Services. UBDS Digital shall notify the Customer of any such amendment.

3.4 UBDS Digital warrants that the Services will be provided by suitably experienced, qualified, and trained personnel using reasonable skill and care in accordance with Good Industry Practice, and in compliance with applicable laws. All other warranties, conditions and terms implied by law, statute or otherwise are excluded to the maximum extent permitted by law.

3.5 If, within the Warranty Period, the Customer notifies UBDS Digital in writing of a material defect in the Services which materially affects the Customer’s business, UBDS Digital shall, at its discretion, re-perform the affected Services or provide a reasonable remedy. This shall be the Customer's sole and exclusive remedy for breach of warranty.

3.6 Any dates, timescales, milestones or deadlines agreed in the Order Form or otherwise are estimates only. Time shall not be of the essence unless expressly stated in writing by UBDS Digital.

3.7 Change Control Process.

a) If the Customer wishes to propose a change to the scope of the Services (including Customer requests for additional services) or any term of this Contract, it shall submit details of the requested change to UBDS Digital in writing. The Customer acknowledges that UBDS Digital shall be under no obligation to accept any such request.

b) Following receipt of a Customer request under clause 3.7 (a), UBDS Digital may, at its discretion, provide a written estimate of:

i. the time required to implement the change;

ii. any variations to the Charges;

iii. the effect on the project plan or milestones; and

iv. any other impact on the terms of this Contract.

c) No change to the scope of the Services or to any term of this Contract shall take effect unless and until UBDS Digital has expressly agreed to it in writing in a Change Authorisation Note.

d) UBDS Digital may make changes to the Services, the scope of the Services, or to the terms of this Contract at any time for operational, commercial, or regulatory reasons, provided that such changes do not materially increase the Charges payable by the Customer.

e) Where the Customer requests UBDS Digital to make a change to the scope of the Services or any term of this Contract as a result of legal and/or regulatory obligations on the Customer, UBDS Digital may (subject to payment of its fees and expenses by the Customer) elect to provide a reasonable solution.

f) If, in UBDS Digital’s reasonable opinion, any Customer request under this clause 3.7 involves a material amount of work in preparing the written estimate or related Change Authorisation Note, UBDS Digital shall be entitled to charge the Customer for such work at its prevailing rates, provided such charges have been agreed with the Customer in advance.

g) The Customer shall have no right to reduce, remove or de-scope the Services, in whole or in part, without the prior written agreement of UBDS Digital. Where UBDS Digital agrees to any reduction or de-scoping, UBDS Digital shall be entitled to charge a cancellation fee, together with all costs, expenses, fees and disbursements incurred or committed by UBDS Digital in connection with the affected Services.

h) No reduction, removal or de-scoping of the Services shall be effective unless expressly agreed in writing by UBDS Digital under this Change Control Process. If UBDS Digital agrees to any such variation, or if any external dependency requires a change to the plan, UBDS Digital shall be entitled (acting reasonably) to adjust scope, milestones, Service Performance Levels and/or Charges accordingly. All dates and milestones are estimates only and shall be revised in the relevant Change Authorisation Note.

i) Where any dependency, assumption or Customer obligation proves incorrect or is not met (including any Customer Default), UBDS Digital may invoke this Change Control Process to adjust scope, timelines and Charges. UBDS Digital may suspend affected Services until a Change Authorisation Note is agreed, and the Customer shall be liable for standby time, wasted effort and additional costs reasonably incurred by UBDS Digital arising from such circumstances.

j) If an external dependency cannot be effectively mitigated and materially impacts delivery of a milestone or deliverable, that milestone/deliverable shall be deemed achieved for billing and acceptance purposes, and the parties shall agree replacement milestones/deliverables under this Change Control Process. Unless otherwise agreed in a Change Authorisation Note, any fixed or milestone-based Charges associated with the deemed milestone/deliverable become payable on the date of deemed achievement.

k) For the avoidance of doubt, any request by the Customer to reduce or de-scope the Services or Deliverables during the Term shall constitute a partial termination of this Contract. In such circumstances, UBDS Digital shall be entitled to charge the Customer an early termination fee in accordance with clause 10.5, calculated by reference to the Charges that would have been payable for the de-scoped Services or Deliverables for the remainder of the Term, less any direct costs saved by UBDS Digital as a result of the de-scope.

3.8 UBDS Digital may subcontract, delegate or assign any or all of its obligations under the Contract to any third party, provided always that UBDS Digital remains responsible for the overall delivery of the Services to the Customer. The Customer’s consent shall not be required for any subcontracting or delegation.

4. Customer's Obligations

4.1 The Customer shall cooperate fully and in a timely manner with UBDS Digital in all matters relating to the Services and shall provide all assistance, facilities, information, instructions and decisions reasonably required by UBDS Digital to perform the Services.

4.2 The Customer shall:

a) provide UBDS Digital with timely access to its premises, systems, infrastructure, technical estate, technical leads, operational staff, documentation and materials as reasonably required to perform the Services and to meet any agreed milestones;

(b) prepare its premises for the supply and receipt of the Services, including providing suitable workspace and facilities for UBDS Digital personnel where required, subject always to applicable health, safety or public health restrictions;

(c) promptly provide all relevant floor and site plans, drawings and other information reasonably required by UBDS Digital; and

(d) warrant that all existing backbone fibre and related infrastructure is standards-compliant and serviceable, and UBDS Digital shall be entitled to rely on this warranty without verification. A breach of this clause 4.2(d) shall constitute a Customer Default.

4.3 The Customer warrants that all information, instructions and materials it provides to UBDS Digital shall be complete and accurate in all material respects. Where UBDS Digital submits any deliverable, objective or output for approval or feedback, if the Customer fails to respond within seven (7) days, approval shall be deemed given and UBDS Digital may invoice accordingly. A breach of this clause 4.3 shall constitute a Customer Default.

4.4 The Customer shall obtain and maintain all necessary licences, permissions and consents required for the Services, and shall comply with all applicable laws, including health and safety laws and data protection laws.

4.5 The Customer shall:

a) keep all UBDS Digital Materials at the Customer’s premises in safe custody at its own risk, maintain UBDS Digital Materials in good condition until returned, and not dispose of or use UBDS Digital Materials otherwise than in accordance with UBDS Digital's written instructions; and

b) comply with all UBDS Digital recommendations regarding prevention of Malware and maintaining good information security standards, and the Customer acknowledges that UBDS Digital shall have no liability for any Malware, security breach or data loss arising from the Customer’s failure to do so.

c) comply with any additional obligations of the Customer that are expressly identified in the Order Form as binding obligations of the Customer.

4.6 If UBDS Digital's performance of any of its obligations is prevented or delayed by a Customer Default:

a) without limiting or affecting any other right or remedy available to it, UBDS Digital may suspend performance of the Services until the Customer remedies the Customer Default and shall be relieved of its obligations to the extent that they are prevented or delayed;

b) UBDS Digital shall not be liable for any costs, expenses, or losses incurred by the Customer arising directly or indirectly from the Customer Default;

c) the Customer shall reimburse UBDS Digital on demand for all costs, charges, expenses and losses sustained or incurred by UBDS Digital arising directly or indirectly from the Customer Default (including wasted effort, standby time and additional resource costs); and

d) without limitation to UBDS’s rights under clause 3.7, UBDS Digital may invoke the Change Control Process under clause 3.7 to adjust the scope, timescales, milestones and/or Charges as a result of the Customer Default.

4.7 The Customer acknowledges that the performance of the Services is dependent upon the Customer meeting its obligations under this Contract (including those set out in this clause 4). UBDS Digital shall have no liability for any failure or delay in the Services caused by a Customer Default.

Charges and Payment

5.1 The Charges for the Services shall be calculated on the following basis:

a) the Charges applicable to this Contract shall be calculated as provided for in the Order Form and otherwise on a time and materials basis in accordance with UBDS Digital's fee rates as apply from time to time; and

b) UBDS Digital shall be entitled to charge the Customer for all expenses reasonably incurred by UBDS Digital in connection with the Services, including travel, subsistence, accommodation, third-party services, and materials. UBDS Digital shall notify the Customer of any exceptional expenses in advance where practicable, but the Customer’s prior consent shall not be required.

5.2 Unless otherwise stated in the Order Form, UBDS Digital shall invoice monthly in arrears for Services performed, or at such intervals as UBDS Digital may reasonably determine.

5.3 The Customer shall pay each undisputed invoice submitted by UBDS Digital:

a) within thirty (30) days of the invoice date (or in accordance with any credit terms agreed by UBDS Digital and confirmed in writing to the Customer); and

b) in full and in cleared funds to a bank account nominated in writing by UBDS Digital, and time for payment shall be of the essence of this Contract.

5.4 All amounts payable by the Customer under this Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under this Contract by UBDS Digital, the Customer shall, on receipt of a valid VAT invoice from, pay to such VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.5 If the Customer fails to make a payment due to UBDS Digital under this Contract by the due date, then, without limiting UBDS Digital's remedies under clauses 9 and 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.5 shall accrue daily at the higher of (i) 4% per annum above the Bank of England base rate from time to time, or (ii) the statutory interest rate applicable to late commercial payments.

5.6 All amounts due under this Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.7 In the event the Customer fails to pay any genuinely undisputed amount due under this agreement by the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment, UBDS Digital shall at its option be entitled to suspend all Services until payment has been made in full, and/or treat such non-payment as a material breach entitling it to terminate this Contract under clause 10.

5.8 The Customer may only dispute an invoice in good faith by giving written notice within ten (10) Business Days of receipt, setting out in reasonable detail the grounds for dispute and supporting documentary evidence.

5.9 The Customer shall pay all undisputed amounts by the due date. UBDS Digital shall have no obligation to issue credit notes or re-issue invoices in respect of disputed sums. Any disputed sums shall be resolved in accordance with the Dispute Resolution Procedure.

5.10 The Customer shall bear all costs, charges, expenses and liabilities related to its own subcontractors or third-party suppliers. UBDS Digital shall have no responsibility for such parties.

5.11 Where UBDS Digital provides a timesheet or similar record of Services, if the Customer does not object in writing within five (5) days, the timesheet shall be deemed accepted and UBDS Digital shall be entitled to invoice accordingly. Where a milestone date has passed, or any capped number of days has been utilised, UBDS Digital may treat the related Services as complete and invoice accordingly.

5.12 Unless expressly agreed, Charges do not include provision of High Level Access equipment (including MEWP, podiums or platforms). Where such equipment is required, UBDS Digital shall be entitled to provide a separate quotation and invoice accordingly.

5.13 UBDS Digital reserves the right to adjust the Charges, lead times and/or other commercial terms to reflect any change in applicable law, regulation, governmental policy, tariff, duty, tax, import/export control, currency fluctuation, supply chain condition, market cost, or other external factor beyond UBDS Digital’s reasonable control which materially increases the cost or time required to perform the Services. UBDS Digital’s determination of any such adjustment shall be conclusive absent manifest error.

6. Marketing

6.1 UBDS Digital may (but shall not be obliged to) create a case study in respect of the Services, highlighting the approach, achievements and outcomes of the Customer’s project. The Customer shall provide reasonable cooperation to enable UBDS Digital to prepare and use such case study, including granting all necessary approvals to publish the case study in UBDS Digital’s marketing and bidding activities.

6.2 UBDS Digital shall ensure that no Confidential Information of the Customer is disclosed in any case study without the Customer’s prior written approval, and shall comply with applicable Data Protection Legislation.

7. Intellectual Property Rights

7.1 UBDS Digital shall retain ownership of all Intellectual Property Rights in or arising out of or in connection with the Services and the Deliverables (other than Intellectual Property Rights in any materials provided by the Customer). To the extent that any such Intellectual Property rights vest in the Customer, the Customer hereby assigns them to UBDS Digital with full title guarantee, including all accrued rights of action.

7.2 UBDS Digital grants the Customer a fully paid-up, non-exclusive, royalty-free, non-transferable, non-sublicensable licence for the term of this Contract to use the Deliverables (and any Intellectual Property Rights therein) solely for the Customer’s internal business purposes and solely to the extent necessary to receive and use the Services and the Deliverables. Any other use shall require UBDS Digital’s prior written consent.

7.3 The Customer grants UBDS Digital a fully paid-up, non-exclusive, royalty-free licence to use, copy and modify any materials provided by the Customer (and any Intellectual Property Rights therein) as reasonably required for the purposes of providing the Services. The Customer warrants that UBDS Digital’s use of such materials will not infringe the rights of any third party.

7.4 UBDS Digital shall defend the Customer against any claim by a third party that the use of the Services in accordance with this Contract infringes that third party’s Intellectual Property Rights, and shall indemnify the Customer for any direct damages finally awarded against the Customer in connection with such claim, subject always to clause 9 (Limitation of Liability),provided that:

a) the Customer promptly notifies UBDS Digital of the claim in writing;

b) the Customer makes no admission of liability, settlement or compromise without UBDS Digital’s prior written consent;

c) UBDS Digital has sole control of the defence and settlement of the claim; and

d) the claim does not arise from (i) use of the Deliverables in combination with any software, hardware or materials not supplied or approved by UBDS Digital, (ii) modification of the Deliverables by anyone other than UBDS Digital, or (iii) compliance by UBDS Digital with instructions or designs provided by the Customer.

7.5 The indemnity in clause 7.4 shall be the Customer’s sole and exclusive remedy for any claim of infringement of Intellectual Property Rights, and UBDS Digital’s liability under this clause shall be subject to the limitations and exclusions of liability set out in clause 9.

8. Data Protection

8.1 Both parties shall comply with all applicable requirements of the Data Protection Legislation and Applicable Laws. This clause 8 is in addition to, and does not relieve, remove or replace a party's obligations or rights under the Data Protection Legislation.

8.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and UBDS Digital is the processor.

8.3 The Customer warrants that it has all necessary consents, notices and legal bases in place to enable lawful transfer of the personal data to UBDS Digital and to permit UBDS Digital to process such data for the duration and purposes of this Contract.

8.4 Without prejudice to the generality of clause 8.1, UBDS Digital shall, in relation to any personal data processed in connection with the performance of this Contract:

a) process personal data only on the documented written instructions of the Customer, unless required to do so by Applicable Law, in which case UBDS Digital shall (where legally permitted) notify the Customer in advance;

b) implement and maintain appropriate technical and organisational measures to protect against unauthorised or unlawful processing and accidental loss, destruction, or damage of personal data, having regard to the nature of the data and the state of technological development. Such measures shall be deemed sufficient if they comply with Good Industry Practice and Applicable Law, and shall not require Customer review or approval;

c) ensure that personnel with access to personal data are subject to confidentiality obligations;

d) not transfer personal data outside of the European Economic Area without ensuring that appropriate safeguards are in place in accordance with the Data Protection Legislation:

e) assist the Customer, at the Customer's cost, with data subject rights requests and compliance obligations under the Data Protection Legislation. UBDS Digital shall be entitled to recover from the Customer all time, costs and expenses reasonably incurred in providing such assistance;

f) notify the Customer without undue delay on becoming aware of a personal data breach affecting the Customer’s personal data;

g) at the end of the Services, delete or return personal data as directed in writing by the Customer, except where UBDS Digital is required by Applicable Law or its internal compliance policies (including back-up retention policies) to retain such data; and

h) maintain appropriate records of processing activities as required by law, and promptly inform the Customer if, in UBDS Digital’s opinion, an instruction infringes Data Protection Legislation.

8.5 The parties may, by mutual written agreement, replace this clause 8 with any applicable controller to processor standard contractual clauses or similar terms forming part of an applicable certification scheme.

9. Limitation of Liability

9.1 Nothing in this Contract limits or excludes either Party’s liability for:

a) death or personal injury caused by its negligence;

b) fraud or fraudulent misrepresentation; or

c) any other liability which cannot lawfully be limited or excluded.

9.2 Subject to clause 9.1:

a) UBDS Digital’s total aggregate liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed 100% of the total Charges paid and payable by the Customer under this Contract in the twelve (12) months immediately preceding the event giving rise to the claim. For the avoidance of doubt, UBDS Digital’s liability for any breach of clause 8 (Data Protection) shall be subject to the cap in this clause 9.2(a) and the exclusions in clause 9.2(b).

b) UBDS Digital shall not be liable for any of the following (whether direct or indirect):

i. loss of profits, revenue, sales, business, or anticipated savings;

ii. loss of agreements or contracts;

iii. loss of data, use of systems, or corruption of information;

iv. loss of goodwill, reputation, or opportunity;

v. wasted expenditure;

vi. third-party claims of any nature; or

vii. any indirect or consequential losses.

9.3 The Customer’s liability to UBDS Digital shall be unlimited, including (without limitation) in respect of:

a) payment of all Charges due under this Contract;

b) any indemnities given by the Customer under this Contract;

c) any breach of applicable law, including data protection and anti-bribery laws;

d) any infringement or alleged infringement of third-party intellectual property rights arising from materials, data, or instructions provided by the Customer;

e) any loss, damage, liability, cost or expense suffered or incurred by UBDS Digital arising out of or in connection with the Customer’s breach of this Contract.

9.4 The Customer shall not be entitled to bring any claim against UBDS Digital unless it has provided UBDS Digital with written notice of the claim, identifying the event and the grounds for the claim in reasonable detail, within three (3) months of the date on which the Customer became aware (or ought reasonably to have become aware) of the circumstances giving rise to the claim. For the avoidance of doubt, this clause 9.4 shall not apply to any claim brought by UBDS Digital against the Customer.

9.5 This clause 9 shall survive termination or expiry of this Contract.

10. Termination

10.1 The Customer shall have no right to terminate this Contract for convenience. Any termination by the Customer must be in strict accordance with this clause 10. Any purported termination other than in accordance with this clause 10 shall be a repudiatory breach of contract entitling UBDS Digital to recover damages in full. This Contract shall commence on the Commencement Date and shall continue for the term set out in Order Form, unless terminated in accordance with this clause 10.

10.2 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

a) the other party commits a material breach of any term of this Contract and (if such breach is remediable) fails to remedy it within 30 days of writing notice requiring remedy;

b) the other party takes any step or action in connection with administration, liquidation, creditor arrangements or winding up (other than for a solvent restructuring);

c) the other party ceases or threatens to cease to carry on all or a substantial part of its business; or

d) the other party's financial position deteriorates to such an extent that its capability to perform its obligations is jeopardised.

10.3 Without affecting any other right or remedy available to it, UBDS Digital may terminate this Contract with immediate effect by written notice if the Customer fails to pay any amount due on the due date.

10.4 Without affecting any other right or remedy available to it, UBDS Digital may suspend the Services if the Customer fails to pay any amount due, or if the Customer becomes subject to any of the events listed in clause 10.2(b) to clause 10.2(d), or if UBDS Digital reasonably believes the Customer is about to become subject to any of them.

10.5 If this Contract is terminated by UBDS Digital under clause 10.2 or 10.3, or by the Customer under clause 10.2, the Customer shall not be entitled to any refund of Charges paid in advance. In addition, the Customer shall immediately pay to UBDS Digital an early termination fee equal to the balance of the Charges that would have become payable for the remainder of the Term had the Contract not been terminated, less any direct costs saved by UBDS Digital as a result of early termination. This clause shall not apply where termination arises solely due to UBDS Digital’s insolvency.

11. Consequences of Termination

11.1 On termination of this Contract (in whole or in part):

a) the Customer shall immediately pay to UBDS Digital:

i. all outstanding invoices and interest;

ii. for Services supplied but not yet invoiced, a pro-rata sum for work performed up to the effective date of termination;

iii. all costs, expenses, fees, disbursements and other charges of any nature incurred or committed by UBDS Digital in connection with the Contract (including subcontractor and third-party costs);

iv. any cancellation or termination fees expressly agreed under clause 3.7(g); and

v. any early termination fee payable under clause 10.5, including in respect of any reduction or de-scope of the Services under clause 3.7.

b) the Customer shall return all UBDS Digital Materials and any Deliverables which have not been fully paid for.

c) each party shall promptly return to other party all documents and materials containing the other party’s Confidential Information, save that each party may retain such copies of Confidential Information as are reasonably required for legal, regulatory, or compliance purposes, or in accordance with its document retention and back-up policies. Confidentiality obligations shall continue to apply.

d) each party shall permanently erase the other party’s Confidential Information from active systems (to the extent technically possible).

e) For the avoidance of doubt, nothing in this clause 11 limits UBDS Digital’s rights to claim damages (including loss of bargain and loss of profits) in the event of termination by the Customer in breach of contract. Any termination other than in strict accordance with clause 10 shall not limit the Customer’s liability to UBDS Digital in any respect.

11.2 Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities accrued up to the date of termination or expiry, including the right to claim damages for prior breaches.

11.3 Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and effect.

12. General

12.1 Force majeure: Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if and to the extent that such delay or failure results from a Force Majeure Event. The time for performance shall be extended by a period equivalent to the period of delay, and UBDS Digital shall be entitled to recover from the Customer any additional costs it reasonably incurs as a result of the Force Majeure Event. A Customer Force Majeure Event shall not relieve the Customer of its obligations to pay Charges or any other amounts due under this Contract.

12.2 Assignment and subcontracting:

a) UBDS Digital may assign, transfer, charge, subcontract, or deal in any manner with any or all of its rights or obligations under this Contract without the prior consent of the Customer.

b) The Customer shall not assign, transfer, subcontract or otherwise deal with any of its rights or obligations under this Contract without the prior written consent of UBDS Digital.

12.3 Confidentiality:

a) Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 12.3(b).

b) Each party may disclose the other party's Confidential Information:

i. to its Group companies and their respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under a Contract. ‘Group’ means in relation to a party, any subsidiary or holding company from time to time, and any subsidiary from time to time of any such holding company. Each party shall ensure that its Group companies and their respective employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 12.3; and

ii. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

c) Neither party shall use the other party's Confidential Information for any purpose other than to perform its obligations under this Contract.

d) Notwithstanding the foregoing, UBDS Digital may use the Customer’s name and logo in its marketing, publicity and promotional materials, including case studies, credentials and bid responses, provided that no Confidential Information of the Customer is disclosed without the Customer’s prior written consent.

12.4 Entire Agreement:

a) This Contract constitutes the entire agreement between the parties in relation to the subject matter of this Contract and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

b) Each party acknowledges that in entering into this 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 this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

c) Nothing in this clause shall limit or exclude any liability for fraud.

12.5 Variation: No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives) under the Change Control Process.

12.6 Waiver: A waiver of any right or remedy under this Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.7 Severance: If any provision or part-provision of this Contract 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 Contract.

12.8 Notices:

a) 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 (if a company) or its principal place of business (in any other case) or by e-mail to hello@ubdsdigital.com for UBDS Digital (or such other address or email address as UBDS Digital may notify to the Customer from time to time) and to such e-mail addresses as the Customer uses in correspondence with UBDS Digital in connection with the Contract .

b) Any notice or communication shall be deemed to have been received:

i. if delivered by hand, on signature of a delivery receipt;

ii. if sent by next working day delivery service, at 10.00 am on the second Business Day after posting;

iii. immediately if sent by e-mail.

c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

12.9 Third party rights:

a) Unless it expressly states otherwise, this Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.

b) The rights of the parties to rescind or vary this Contract are not subject to the consent of any other person.

12.10 Governance:

a) Each party shall appoint a representative (“Representative”) and, where applicable, a deputy to act as the principal point of contact in relation to this Contract.

b) The Representatives shall have day-to-day responsibility for the provision and receipt of the Services and for addressing operational issues arising under this Contract.

c) Representative meetings shall be convened only where both parties agree they are necessary. Unless otherwise agreed, UBDS Digital shall not be required to attend more than one Representative meeting in any calendar quarter.

d) The Representatives shall use reasonable efforts to resolve issues raised by either party in relation to this Contract. If the Representatives are unable to resolve an issue, the dispute resolution procedure set out in clause 12.12 shall apply.

12.11 Further Assurance: Both the Customer and UBDS Digital shall execute all further documents and, do all such acts and things as are necessary or desirable to give full effect to this Contract and in particular, but without limitation, to vest in the other Party the applicable rights in respect of the applicable IPR in accordance with the provisions of Clause ‎6 (Intellectual property rights), save that noting in this clause shall require UBDS Digital to assign any Intellectual Property Rights contrary to clause 7.

12.12 Dispute Resolution Procedure:

a) If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it (“Dispute”), then the parties shall follow the procedure set out below.

Either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the Representative of each party shall attempt in good faith to resolve the Dispute.

If Representatives of each party are for any reason unable to resolve the Dispute within 14 days of service of the Dispute Notice, the Dispute shall be referred to a Director of each party who shall attempt in good faith to resolve it.

If the Directors are for any reason unable to resolve the Dispute within 14 days of it being referred to them, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 working days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (“ADR notice”) to the other party to the Dispute, referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR. Unless otherwise agreed between the parties, the mediation will start not later than 21 days after the date of the ADR notice.

b) Nothing in this clause shall prevent UBDS Digital from commencing proceedings to recover unpaid Charges or to seek urgent injunctive or equitable relief at any time.

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

12.14 Jurisdiction: Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.