- In these Conditions:
Acceptance Criteria: any acceptance criteria set out in the Statement of Work;
Acceptance Testing: the testing process agreed by the parties in the Statement of Work in respect of Deliverables’ conformance with the relevant Acceptance Criteria;
Affiliate: in relation to either party, means each and any Subsidiary or Holding Company of that party and each and any Subsidiary of a Holding Company of that party or any business entity from time to time Controlling, Controlled by, or under common Control with, either party;
Business Day: any day other than a Saturday, Sunday or public holiday in England;
Charges: the charges for the Services as set out in the Statement of Work;
Commencement Date: the commencement date set out in the Statement of Work;
Conditions: these terms and conditions and any schedules or annexes;
Contract: the contract between the Customer and the Developer for the supply of Services in accordance with these Conditions and the Statement of Work;
Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controlled and Controlling shall be interpreted accordingly;
Deliverable: any output of the Services delivered or to be delivered by the Developer, including working and tested Software, pursuant to the Statement of Work;
Developer’s Background IPR: all Intellectual Property Rights that are owned by or licensed to the Developer and which are or have been developed independently of the Contract in each case either subsisting in the Deliverables or otherwise necessary or desirable to enable a Customer to receive and use the Deliverables.
Holding Company: a holding company as defined by section 1159 of the Companies Act 2006 (CA 2006) or a parent undertaking as defined by section 1162 of the CA 2006;
Intellectual Property Rights or IPR: patents, rights to inventions, copyright and related rights, moral rights, trade-marks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Open-Source Software: any software licensed under any form of open-source licence meeting the Open Source Initiative's Open Source Definition (see https://opensource.org/docs/definition.php) or any libraries or code licensed from time to time under the General Public Licence, or anything similar;
Personnel: all directors, officers, employees, representatives, agents, consultants, advisors and subcontractors of a party;
Services: the services to be performed by the Developer under the Statement of Work;
Software: computer programs whether in source code or object code form;
Statement of Work: a detailed plan describing the Services to be provided by the Developer, the timetable for their performance and any related matters;
Subsidiary: as defined by section 1159 of CA 2006 (but the requirement of membership in s 1159(1)(b) and (c) if CA 2006 is to be ignored) or a subsidiary undertaking as defined by section 1162 of CA 2006;
Term: as described in clause 14.1;
Third-Party Software: the software programs proprietary to third parties which are to be provided to the Customer without modification; and
VAT: United Kingdom value added tax and any other tax imposed in substitution for it.
- any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
- a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract; and
- a reference to writing or written includes email but not fax.
The Developer shall perform the Services in accordance with the Statement of Work and the Developer’s quality management procedures and practices and with reasonable care and skill.
The Developer shall take out and maintain (a) public liability insurance in an amount of no less than GBP 10,000,000 per claim and (b) professional indemnity insurance in an amount of no less than GBP 1,000,000 per claim with a reputable insurer to cover its liabilities arising under or in connection with the Contract.
The Developer shall, in providing the Services, and shall procure that any Affiliate, supplier or sub-contractor involved in providing the Services shall, comply with all applicable laws or regulations.
Neither party shall have any liability under or be deemed to be in breach of these Conditions for any delays or failures in performance of the Contract which result from any event which was not reasonably foreseeable at the Commencement Date and which is beyond the reasonable control of that party. The party affected by such an event shall promptly notify the other party in writing when such an event causes a delay or failure in performance and when it ceases to do so. If such an event continues for a continuous period of more than 20 Business Days, either party may terminate the Contract by written notice to the other party.
Processing of the Protected Data by the Developer under the Contract shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Schedule 1.
- SUBJECT-MATTER OF PROCESSING:
The subject-matter of the Processing is data selected by the Customer and provided to the Developer for the provision of Services to the Customer, specifically in respect of Acceptance Testing, under the Contract. The subject-matter of the data and the extent to which it contains Personal Data depends on the nature of the Customer’s business.
- DURATION OF THE PROCESSING:
The duration of Processing shall be during Acceptance Testing carried out during the Term of the Contract.
- NATURE AND PURPOSE OF THE PROCESSING:
The nature and purpose of the Processing is to collect, adapt and use Personal Data to conduct Acceptance Testing as described in the Contract.
- TYPE OF PERSONAL DATA:
The types of Personal Data processed shall be determined by the Customer, e.g. those required to conduct Acceptance Testing as described in the Contract.
- CATEGORIES OF DATA SUBJECTS:
As required to conduct Acceptance Testing.