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Terms and Conditions - Future Box Group

This Non-Disclosure Agreement (the "Agreement") is made by and between the Disclosing Party and Future Box Group LTD, the Receiving Party.

PURPOSE

The Disclosing Party has engaged the Receiving Party to provide certain services which may require the Disclosing Party to disclose confidential and proprietary information to the Receiving Party. This Agreement is to ensure the protection and non-disclosure of such confidential information.

DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean all non-public, confidential, or proprietary information, regardless of how the information is stored or delivered, exchanged between the Parties during the course of providing the aforementioned services, including but not limited to: (a) business plans, methods, and practices; (b) technical, financial, or personal information; (c) other information related to the Disclosing Party's business; and (d) third-party information that the Disclosing Party is obligated to keep confidential. Confidential information includes all login credentials, passwords, and sensitive data of the Disclosing Party.

NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

The Receiving Party agrees to hold all Confidential Information in strict confidence and shall not disclose such information to any third parties, except as may be required by law, nor use the Disclosing Party’s Confidential Information for any purpose other than to perform the services.

RETURN OF CONFIDENTIAL INFORMATION

Upon termination of this Agreement, the Receiving Party will return all Confidential Information received from the Disclosing Party, and all copies and reproductions thereof, to the Disclosing Party or certify the destruction thereof.

TERMS

This Agreement shall remain in effect for a two (2) year period post the termination of the service agreement or until the Disclosing Party sends the Receiving Party written notice releasing it from this Agreement, whichever happens earlier.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction agreed upon in the service agreement.

ENTIRE AGREEMENT

This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, conversations, or discussions between the Parties relating to the subject matter hereof.

INTERPRETATION

The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions):

1.1 Definitions:

"Acceptance" means the written confirmation from the Customer to the Supplier that the Deliverables satisfy the Specification;
"Additional Fees" means fees that the Supplier may charge to the Customer over and above those quoted in the Services Order or Specification as set out in these Conditions, calculated in accordance with the Supplier’s standard day rates, as amended from time to time;
"Business Day" means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
"Charges" means the charges payable by the Customer for the provision of the Services in accordance with clause 7;
"Contract" means the contract between the Supplier and the Customer for the purchase of the Services and the Deliverables (where relevant) in accordance with these Conditions, comprising these Conditions and the attached Services Order (including the Specification), together with any additional terms agreed in writing between the parties from time to time;
"Control" has the meaning as defined in section 1124 of the Corporation Tax Act 2010;
"Customer" means the person, firm or company who purchases Services from the Supplier and whose details are set out in the Services Order;
"Data Controller", "Data Processor", "Personal Data" and "Processing" shall have the meanings as defined in the UK GDPR;
"UK GDPR" means the EU General Data Protection Regulation ((EU) 2016/679) as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018;
"Data Protection Legislation" means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) (as amended) and all other applicable laws and regulations relating to the processing of Personal Data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner's Office or any successor body from time to time;
"Deliverables" means all Documents, products and materials developed by the Supplier or its agents, subcontractors, consultants and employees, specifically for the Customer, in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts), which are set out in the Services Order, Specification or as agreed in writing between the parties from time to time;
"Discovery Services" means the scoping and design stage of the project, during which the Specification will be revised and fine-tuned;
"Document" includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form;
"Input Material" means all Documents, information and materials provided by the Customer relating to the Services including (without limitation), computer programs, data, reports and specifications;
"Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral 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 for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
"Open-Source Software" means open-source software as defined by the Open Source Initiative (<http://opensource.org>) or the Free Software Foundation (<http://www.fsf.org>);
"Pre-existing Materials" means all Documents, information and materials provided by the Supplier relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports and specifications;
"Services" means the services to be provided by the Supplier under the Contract as set out in the relevant Services Order;
"Service Order" means the written instructions from the Customer to the Supplier to purchase the Services from the Supplier, in the standard form of the Supplier incorporating these Conditions;
"Specification" describes the Deliverables set out in the Services Order and which will be developed and/or amended during the Discovery Services;
"Supplier" means Future Box Media LTD, incorporated and registered in England and Wales with company number 14888664 with registered office at Suite 4.3, Pennine House, Washington, NE37 1LY;
"VAT" means value added tax chargeable under English law for the time being and any similar additional tax.

1.2 Interpretation:

(a) Headings in these Conditions shall not affect their interpretation.

(b) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(c) A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

(d) Save as expressly provided in these Conditions, a reference to writing or written includes faxes and emails.

(e) Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.

(f) References to clauses are to the clauses of these Conditions.

APPLICATION AND CONDITIONS

2.1 These Conditions shall form part of and be incorporated into the Contract and these Conditions and the Services Order shall form the entire agreement between the Customer and the Supplier and shall apply to the exclusion of any other terms and conditions contained in or referred to in any correspondence from the Customer or implied by law, trade custom, practice or course of dealing.

2.2 A Services Order shall prevail over any inconsistent terms or conditions contained, or referred to, in these Conditions. A Services Order shall constitute an offer by the Customer to purchase the Services on these Conditions. No Contract shall come into force until a Services Order has been signed by the Supplier and the Customer or, if earlier, by the Supplier starting to provide Services under a Services Order.

COMMENCEMENT AND DURATION

3.1 The Services supplied under the Contract shall be provided from the date specified in the Services Order and shall continue until the termination of the Contract in accordance with these Conditions (Term).

SCOPE OF SERVICES

4.1 In consideration for the payment of the Charges, the Supplier shall deliver the Services as set out in the Services Order, which shall comprise (where appropriate):

4.1.1 the Discovery Services;

4.1.2 the Build Services; and/or

4.1.3 the Post Delivery Services.

4.2 Upon completion of the Discovery Services, the Supplier shall provide a Specification which will include details of the revised Charges for the Build Services (if applicable) and estimated timescales. Upon receipt of the Customer’s written acceptance of the Specification and payment of such Charges due for payment in accordance with clause 7.1.2, the Supplier shall commence the Build Services.

4.3 Upon completion of the Build Services and delivery of the Deliverables, the Customer shall provide its Acceptance. The Customer must notify the Supplier of any failure of the Deliverables to satisfy the Specification within seven days of the Supplier confirming that the Deliverables are ready for Acceptance (Confirmation). If such notification is not received by the Supplier within seven days of such Confirmation, the Deliverables will be deemed to have been Accepted.

4.4 If the Deliverables are not Accepted, the Customer shall explain in writing which part(s) of the Specification have not been satisfied by the Deliverables. Upon such notification, the Supplier shall investigate and, if it confirms that a fault is present, take reasonable corrective measures to ensure that the Deliverables satisfy the Specification at no further cost to the Customer, subject always to clause 4.8.

4.5 Once the Supplier has complied with the Customer’s request under clause 4.4, it shall have no further liability to the Customer for the failure of the Deliverables to comply with the Specification (or the Services Order).

4.6 Any further work that the Supplier is requested to perform following Acceptance by the Customer, or any other modifications or enhancements requested by the Customer after the Specification has been agreed, may be subject to Additional Fees and such work will only be undertaken by the Supplier upon written acceptance of those Additional Fees by the Customer.

4.7 The Supplier warrants that the Deliverables will perform substantially in accordance with the Specification during the period of 3 months following the date of Deployment (Warranty Period). The Supplier will take reasonable corrective measures to resolve any defects of the Deliverables to perform in accordance with the Specification identified during the Warranty Period.

4.8 The Supplier shall have no liability in respect of any defects identified either under clause 4.4 or clause 4.7, which result from the Customer making further use of the Deliverables after giving notice of such defect, the Customer’s improper use of the Deliverables, or any changes made to the Deliverables by the Customer or any third party.

4.9 The Supplier does not warrant that the use of the Deliverables will be uninterrupted or error-free.

4.10 The Customer acknowledges that any Open-Source Software provided by the Supplier is provided “as is” and is expressly subject to the disclaimer in clause 10.2.

POST DELIVERY SERVICES

5.1 The Post Delivery Services (where appropriate) will commence upon completion of the Build Services and delivery of the Deliverables. Any monthly support services to be supplied as part of the Post Delivery Services cannot be carried forward from one month to the next, and cannot be combined to cover other development work.

SUPPLIER’S OBLIGATIONS

6.1 The Supplier warrants that any Services provided under the Contract shall be provided with reasonable skill and care and using appropriately qualified and experienced personnel.

6.2 The Supplier shall use reasonable endeavours to meet any performance dates specified in the Services Order or Specification but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence in the Contract.

6.3 The Supplier gives no guarantee or warranty whatsoever to the Customer that the provision of the Services shall lead to any sales, revenue, profit, business, opportunity or similar for the Customer or that it shall lead to any increase in sales, revenue, profit, business, opportunity or similar for the Customer.

6.4 The Supplier shall have no liability for any matters outside of its direct control including, but not limited to, downtime on the server hosting the Supplier’s domains or software or issues concerning a third-party application programme interface (API) and those matters referred to in clause 13.

6.5 The Supplier shall be entitled, at its absolute discretion, to refuse to create a business profile for a Customer which it considers to be unfit for publication on the internet including, but not limited to, sites containing adult-oriented material, sites which promote ethnic, social or religious discord and sites which infringe any copyright or other laws or regulations.

6.6 Nothing in the Contract shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other similar business, other business, trade, profession or occupation during the Term, provided that such activity does not cause a breach of any of the Supplier’s obligations under the Contract.

CUSTOMER’S OBLIGATIONS

7.1 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, (including but not limited to their failure to provide data or Input Material required by the Supplier to provide the Services or failure by the Customer to hold the relevant licenses or permissions to use Input Materials), the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay and the Supplier reserves the right to charge Additional Fees to the Customer as a result of any such delays or interruptions.

7.2 The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of 12 months after the last date of supply of the Services, solicit or entice away from the Supplier or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services.

If the Customer wishes to employ (or engage) any such person during the relevant period, it shall notify the Supplier in writing stating the identity of the person, the date on which it intends to employ (or engage) them and the proposed role. The Supplier shall have the right, at its sole discretion, to require the Customer to enter into a non-poaching agreement on such terms as the Supplier may reasonably specify.

For the avoidance of doubt, nothing in this clause shall prevent the Supplier from engaging or employing any person who has previously worked for the Customer.

CHARGES AND PAYMENT

8.1 Charges in respect of the Services shall be payable by the Customer to the Supplier in accordance with the Services Order and the Specification. Unless agreed otherwise in the Services Order, the Charges for the Discovery Services and the Build Services shall be paid by the Customer to the Supplier in the following instalments:

8.1.1 40% upon acceptance of the Services Order and prior to the commencement of the Discovery Services;

8.1.2 30% upon acceptance of the Specification and prior to the commencement of the Build Services; and

8.1.3 30% upon acceptance of the Deliverables and prior to Deployment.

8.2 The Charges in respect of the Post Delivery Services shall be stated in the Services Order or as otherwise notified to the Customer by the Supplier, and shall be payable by the Customer in monthly instalments, which shall be invoiced in advance.

8.3 The Supplier may incur certain expenses in connection with the delivery of the Services including but not limited to the cost of: hotels, subsistence, travel, materials and third-party services. The Supplier may seek reimbursement of such expenses, materials and third-party services from the Customer, which shall be agreed in advance and shall be invoiced by the Supplier to the Customer at cost.

8.4 The Customer shall pay invoices relating to the Discovery Services and Build Services in accordance with the milestones outlined in clause 7.1 above, and shall pay invoices relating to the Post Delivery Services within 30 days of the date of the relevant invoice(s). Invoices shall be paid by direct debit (or such other payment method as the Supplier shall agree to from time to time in writing) to the bank account nominated by the Supplier in writing in the relevant invoice(s) or as otherwise notified to the Customer from time to time.

8.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of VAT. Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

8.6 Without prejudice to any other right or remedy that it may have, if the Customer fails to make any payment due to the Supplier under the Contract on the due date for payment, the Supplier may suspend all Services until payment in full has been made. The Supplier may also charge interest on such sum from the due date until actual payment of the overdue amount, at the annual rate of 4% above the base lending rate from time to time of Barclays Bank Plc. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, and shall be compounded quarterly until payment, whether before or after any judgment and the Customer shall pay such interest immediately on demand. Alternatively, the Supplier may, at its sole discretion, claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

INTELLECTUAL PROPERTY RIGHTS

9.1 Subject to clause 9.3, and unless agreed otherwise in writing prior to the commencement of the Services, the Supplier is and shall be the owner of all existing and future Intellectual Property Rights in the Deliverables, the Services and the Pre-existing Materials and all materials embodying these rights, to the fullest extent permitted by law.

9.2 Subject to clause 9.3, the Supplier hereby grants to the Customer a non-exclusive, irrevocable, non-transferable licence to use the Intellectual Property Rights in the Deliverables and the Pre-existing Materials upon receipt in cleared funds by the Supplier of the fees relating to the Discovery Services and the Build Services, or as otherwise agreed in writing by the Supplier.

9.3 The Customer acknowledges that, where the Supplier does not own any Pre-existing Materials, the Customer’s use of rights in those Pre-existing Materials is conditional on the Supplier obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Supplier to license such rights to the Customer.

9.4 The Supplier shall be free to use any ideas, concepts, or know-how developed or acquired by the Supplier during the provision of the Services and nothing in these Conditions shall be construed to preclude the Supplier from utilising the Pre-existing Materials for use with third parties for the benefit of the Supplier.

9.5 The Customer shall retain ownership of any Intellectual Property Rights that may subsist in the Input Materials. The Customer hereby grants to the Supplier a non-exclusive, irrevocable, worldwide, royalty-free licence to use the Input Materials to enable the Supplier to provide the Services and the Deliverables.

9.6 The Customer warrants to the Supplier that any Input Materials will not infringe the Intellectual Property Rights or any other rights of any third party.

9.7 To the extent that the Deliverables are to be provided in accordance with a Specification and/or any Input Materials supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Supplier’s use of the Specification and/or the Input Materials.

CONFIDENTIALITY

10.1 Each party shall, both during the Term and at all times after termination or expiry of the Contract, 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 it (Recipient) by the other party (Disclosing Party), its employees, agents, consultants or subcontractors and any other confidential information concerning the Disclosing Party’s business or its products which the Recipient may obtain. This clause shall not apply to any information which is or becomes generally available to the public other than as a result of its disclosure by or on behalf of the Recipient in breach of these Conditions or which was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party or which the parties agree in writing is not confidential or may be disclosed.

10.2 The Recipient may disclose such information to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out its obligations under the Contract and as may be required by law, court order or any governmental or regulatory authority.

10.3 The Recipient shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this clause 10.

10.4 The Recipient shall not use any such information for any purpose other than to perform its obligations under the Contract.

10.5 All materials, equipment and tools, drawings, specifications and data supplied by the Disclosing Party to the Recipient (including, in the case of the Supplier, its Pre-existing Materials) shall, at all times, be and remain the exclusive property of the Disclosing Party, but shall be held by the Recipient in safe custody at its own risk and maintained and kept in good condition (where relevant) by the Recipient until returned to the Disclosing Party, and shall not be disposed of or used other than in accordance with the Disclosing Party’s written instructions or authorisation.

10.6 Unless the Customer withdraws its consent in writing by notice to the Supplier, by entering into the Contract the Customer gives the Supplier permission to use the Customer’s name and logo on its website and for marketing and promotional purposes.

LIMITATION OF LIABILITY

11.1 THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

11.2 This clause 11 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer under the Contract, including (but not limited to) in respect of any breach of the Contract, any use made by the Customer of any Services, the Deliverables or any part of them and any representation, statement or tortious act or omission (including negligence and breach of statutory duty) arising under or in connection with the Contract.

11.3 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

11.4 Nothing in these Conditions limits or excludes the liability of the Supplier for death or personal injury resulting from negligence nor for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier, nor for any breach of section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.

11.5 Subject to clause 11.2 and clause 11.4 the Supplier shall not be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use or corruption of software, data or information, any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. The Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the value of the Charges paid by the Customer for Services under the relevant Services Order for the period of 12 months immediately prior to the time at which the liability arises.

DATA PROTECTION

12.1 The parties acknowledge that the Supplier will also hold certain information about the Customer in its capacity as a data controller. The way in which the Supplier uses this information in its capacity as a data controller is detailed in the Supplier’s Privacy Policy, which is available on the Supplier’s website <https://fbmedia.uk/privacy-policy>. The Customer acknowledges that the details of the Customer’s name, address and payment record may be submitted to credit reference agencies and processed by and on behalf of the Supplier in connection with the Services. The legal basis for the disclosure of such information is that it is in the legitimate interests of the Supplier to make credit decisions about the Customer and for the purposes of fraud prevention and anti-money laundering measures.

12.2 The parties acknowledge where the Supplier processes personal data on behalf of the Customer in connection with the Services it does so in the capacity as a data processor, and the Customer is the data controller. The purpose of processing will be set out in the Services Order. When the Supplier is acting as a data processor, the parties agree to handle personal data in accordance with the Data Protection Legislation and the terms set out in this clause.

12.3 The Customer will ensure that it has all necessary consents and notices in place to enable lawful transfer of any personal data to the Supplier for the duration and purposes of the Services.

12.4 The Supplier shall, in relation to any personal data processed in connection with the performance of its obligations as data processor under these Conditions:

12.4.1 process that personal data only on the written instructions of the Customer, unless the Supplier is required otherwise by any applicable laws (where the Supplier is relying on applicable laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the applicable laws unless those applicable laws prohibit the Supplier from so notifying the Customer);

12.4.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, 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 (those measures may include, where appropriate, pseudonymisation and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

12.4.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;

12.4.4 not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(a) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

(b) the data subject has enforceable rights and effective legal remedies;

(c) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(d) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data.

12.4.5 assist the Customer, at the Customer’s cost, 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, audits and consultations with supervisory authorities or regulators;

12.4.6 notify the Customer without undue delay on becoming aware of a personal data breach;

12.4.7 at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on completion or termination of the Services unless required by applicable law to store the personal data; and

12.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits by the Customer or the Customer’s designated auditor.

12.5 The Customer provides its consent for the Supplier to use sub-processors in the delivery of the Services, only where the Supplier has entered into a written agreement with such sub-processors incorporating terms which are substantially the same as those set out in this clause. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts and omissions of any sub-processor appointed by it pursuant to this clause. Where required by law, the Supplier shall inform the Customer of any intended changes concerning the additional or replacement of a sub-processor with access to personal data and give the Customer the opportunity to object to such changes.

TERMINATION AND EFFECT OF TERMINATION

13.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:

13.1.1 the other party fails to pay any amount due under the Contract on the due date for payment and remains in default more than seven days after being notified in writing to make such payment; or

13.1.2 the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

13.1.3 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 (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

13.1.4 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; or

13.1.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on 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;

13.1.6 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; or

13.1.7 a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or

13.1.8 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; or

13.1.9 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 its assets and such attachment or process is not discharged within 14 days; or

13.1.10 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 clause 13.1.3 to clause 13.1.9 inclusive; or

13.1.11 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

13.1.12 the other party commits any fraud or acts in any manner which in the reasonable opinion of the terminating party is likely to bring their image into disrepute or is materially adverse to its interests; or

13.1.13 the other party commits any offence under the Bribery Act 2010.

13.2 On termination of the Contract for whatever reason:

13.2.1 the Customer shall immediately pay to the Supplier any sums due to the Supplier under the Contract, including all of the Supplier’s outstanding unpaid invoices and any interest due thereon;

13.2.2 in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;

13.2.3 all rights granted to the Customer under the Contract shall cease;

13.2.4 the Customer shall immediately cease all use of the Supplier’s Intellectual Property Rights; and

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

GOVERNING LAW AND JURISDICTION

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

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

FORCE MAJEURE

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control.

VARIATION

The Supplier may vary these Conditions from time to time. If the Supplier varies these Conditions, it will provide the Customer with at least 30 days' written notice of the variation. The varied Terms will not apply retrospectively and will become effective only on the date specified in the notice. If the Customer does not wish to accept the varied Terms, it may terminate the Contract on notice to the Supplier, provided that the notice is received by the Supplier before the proposed date of implementation of the varied Terms.

ASSIGNMENT AND OTHER DEALINGS

The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

SEVERANCE

If any provision or part-provision of the 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 the Contract.

THIRD PARTY RIGHTS

The Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

NOTICES

Any notice given to a party under or in connection with the 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 sent by email to the address specified in the Quote. Any notice shall be deemed to have been received: (i) if delivered by hand, on signature of a delivery receipt; (ii) 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; or (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. 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.

DISPUTE RESOLUTION

If any dispute arises in connection with the Contract, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by the Centre for Effective Dispute Resolution. To initiate the mediation procedure, a party must serve a notice of mediation on the other party. A copy of the notice should be sent to the Centre for Effective Dispute Resolution.

GOVERNING LAW

The 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 law of England and Wales.

JURISDICTION

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

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Signed by Steve Turnbull
Signed On: May 22, 2024

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February 28, 2024 5:34 pm BST

Terms and Conditions - Future Box Group Uploaded by Steve Turnbull - steve@fbmedia.uk IP 104.28.197.37

February 28, 2024 5:39 pm BST

Steve Turnbull - steve@fbmedia.uk added by Steve Turnbull - steve@fbmedia.uk as a CC'd Recipient Ip: 104.28.229.36

February 28, 2024 5:41 pm BST

Steve Turnbull - steve@fbmedia.uk added by Steve Turnbull - steve@fbmedia.uk as a CC'd Recipient Ip: 104.28.197.36

May 22, 2024 1:46 pm BST

Steve Turnbull - steve@fbmedia.uk added by Steve Turnbull - steve@fbmedia.uk as a CC'd Recipient Ip: 104.28.197.37