1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Acceptance: the acceptance or deemed acceptance of the Site by the Customer pursuant
to clause 9.
Acceptance Tests: the tests to be carried out on the Site as set out in clause 9.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when
banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in
accordance with clause 5.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with
clause 14.5.
Contract: the contract between the Supplier and the Customer for the supply of Services
in accordance with these Conditions.
Customer: the person or firm who purchases Services from the Supplier.
Customer Default: has the meaning set out in clause 4.2.
Deliverables: the deliverables set out in the Order produced by the Supplier for the
Customer.
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance from
regulatory and advisory bodies (whether mandatory or not), international and national
standards, industry schemes and sanctions, which are applicable to the Customer relating
to security of network and information systems and security breach and incident reporting
requirements, which may include the Cybersecurity Directive ((EU) 2016/1148),
Commission Implementing Regulation ((EU) 2018/151), the Network and Information
systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
Initial Term: as defined in clause 12.1.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and
neighbouring and related rights, moral rights, trade marks and service marks, business
names and domain names, rights in get-up and trade dress, goodwill and the right to sue
for passing off or unfair competition, rights in designs, rights in computer software,
database rights, rights to use, and protect the confidentiality of, confidential information
(including know-how and trade secrets), and all other intellectual property rights, in each
case whether registered or unregistered and including all applications and rights to apply
for and be granted, renewals or extensions of, and rights to claim priority from, 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.
Materials: the content provided to the Supplier by the Customer from time to time for
incorporation in the Site.
Order: the Customer’s order for Services as set out in the Customer’s written acceptance
of the Supplier’s quotation.
Server: a computer server administered by the Supplier.
Services: the services, including the Deliverables, supplied by the Supplier to the
Customer as set out in the Specification.
Site: any website to be designed, developed and/or hosted by the Supplier on behalf of
the Customer pursuant to the Contract.
Site Software: the software of the Site, commissioned by the Customer in accordance
with the Specification.
Specification: the description or specification of the Services provided in writing by the
Supplier to the Customer from time to time.
Supplier: Greenlight Digital Ltd registered in England and Wales with company number
16001599.
Third Party Products: those third party software products set out in the Specification.
Visitor(s): a visitor to the Site.
Vulnerability: a weakness in the computational logic (for example, code) found in
software and hardware components that when exploited, results in a negative impact to
the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted
accordingly.
1.2 Interpretation:
(a) A reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time;
and
(ii) shall include all subordinate legislation made from time to time under that
legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or
any similar expression, shall be construed as illustrative and shall not limit the
sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with
these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written
acceptance of the Order at which point and on which date the Contract shall come into
existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any
descriptions or illustrations contained in the Supplier’s catalogues, brochures or art work
pack, are issued or published for the sole purpose of giving an approximate idea of the
Services described in them. They shall not form part of the Contract or have any
contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the
Customer seeks to impose or incorporate, or which are implied by law, trade custom,
practice or course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a
period of 20 Business Days from its date of issue.
3. Supply of Services and Complaints Process
3.1 The Supplier shall supply the Services to the Customer in accordance with the
Specification in all material respects.
3.2 The Supplier shall use all reasonable endeavours to meet any performance dates
specified in an Order, but any such dates shall be estimates only and time shall not be of
the essence for performance of the Services.
3.3 The Supplier reserves the right to amend the Specification if necessary to comply with any
applicable law or regulatory requirement, or if the amendment will not materially affect the
nature or quality of the Services, and the Supplier shall notify the Customer in any such
event.
3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable
care and skill.
3.5 The Customer shall refer any complaints about the Supplier via email at
complaints@greenlight-digital.co.uk. The Supplier shall use reasonable endeavours to
acknowledge receipt of any complaints within 5 Business Days. The Supplier shall
investigate any complaints thoroughly and confidentially, and the Customer can expect to
receive a written response of the Supplier’s decision within 10 Business Days.
3.6 If the Customer is not satisfied with the Supplier’s decision at clause 3.5 above, the
Customer may make a formal compliant to Nominet (the .uk registry) via the following link:
http://www.nominet.uk/resources/complaints.
3.7 Any request from the Customer to downloadable calls held by the Supplier will be subject
to a £50 + VAT charge.
3.8 The Customer shall report any abuse, such as phishing, spam, or similar issues in relation
to the Site to the Supplier via email at abuse@greenlight-digital.co.uk. The Supplier shall
respond to the Customer in relation to this clause 3.8 within 5 Business Days.
4. Customer’s obligations
4.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the
Specification are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier with such information and materials as the Supplier may
reasonably require in order to supply the Services, and ensure that such
information is complete and accurate in all material respects;
(d) obtain and maintain all necessary licences, permissions and consents which may
be required for the Services before the date on which the Services are to start;
and
(e) comply with any additional obligations as set out in the Specification.
4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or
delayed by any act or omission by the Customer or failure by the Customer to perform any
relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier
shall have the right to suspend performance of the Services until the Customer
remedies the Customer Default, and to rely on the Customer Default to relieve it
from the performance of any of its obligations in each case to the extent the
Customer Default prevents or delays the Supplier’s performance of any of its
obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by
the Customer arising directly or indirectly from the Supplier’s failure or delay to
perform any of its obligations as set out in this clause 4.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or
losses sustained or incurred by the Supplier arising directly or indirectly from the
Customer Default.
5. Charges and payment THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN
TO THIS CLAUSE.
5.1 The Charges for the Services shall be calculated on the following basis:
(a) the Charges shall be calculated in accordance with the Supplier’s rates, as set
out in the Order; and
(b) the Supplier shall be entitled to charge the Customer for any expenses
reasonably incurred by the individuals whom the Supplier engages in connection
with the Services including the cost of services provided by third parties and
required by the Supplier for the performance of the Services, and for the cost of
any materials.
5.2 Any deposit (as referenced in the Order, and including any fees for domain name
registrations) and any prepayments for the Services shall be non-refundable on
termination or expiry of this agreement.
5.3 Unless agreed otherwise in the Order, or as agreed by the parties from time to time, the
Supplier shall invoice the Customer monthly in arrears.
5.4 The Customer shall pay each invoice submitted by the Supplier:
(a) within 14 days of the date of the invoice or in accordance with any credit terms
agreed by the Supplier and confirmed in writing to the Customer (including direct
debits); and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier,
and
time for payment shall be of the essence of the Contract.
5.5 All amounts payable by the Customer under the 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 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.
5.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due
date, then, without limiting the Supplier’s remedies under clause 12, 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 5.6 will accrue each day at
4% a year above the Bank of England’s base rate from time to time, but at 4% a year for
any period when that base rate is below 0%.
5.7 All amounts due under the 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).
6. Intellectual property rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services
(including, if the Services include website design and/or development, the Site, the
contents of the Site and the Site Software, but excluding any Intellectual Property Rights
in any materials provided by the Customer) shall be owned by the Supplier.
6.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of,
a non-exclusive licence during the term of the Contract of such Deliverables (excluding
materials provided by the Customer) for the purpose of receiving and using the Services
and the Deliverables and operating the Site in its business.
6.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in
clause 6.2.
6.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, nontransferable licence to copy and modify any materials provided by the Customer to the
Supplier for the term of the Contract for the purpose of providing the Services to the
Customer.
6.5 The Customer shall indemnify the Supplier against all damages, losses and expenses
arising as a result of any action or claim that the materials provided by the Customer to
the Supplier as part of the Services (including the Materials) infringe the Intellectual
Property Rights of a third party.
6.6 The Supplier shall indemnify the Customer against all damages, losses and expenses
arising as a result of any action or claim that the Site infringes any Intellectual Property
Rights of a third party in the UK, other than infringements referred to in clause 6.5.
6.7 The indemnities in clause 6.5, clause 6.6 and clause 8.1(d) are subject to the following
conditions:
(a) the indemnified party promptly notifies the indemnifier in writing of the claim;
(b) the indemnified party makes no admissions or settlements without the indemnifier’s
prior written consent;
(c) the indemnified party gives the indemnifier all information and assistance that the
indemnifier may reasonably require; and
(d) the indemnified party allows the indemnifier complete control over the litigation and
settlement of any action or claim.
6.8 The indemnities in clause 6.5, clause 6.6 and clause 8.1(d) may not be invoked to the
extent that the action or claim arises out of the indemnifier’s compliance with any designs,
specifications or instructions of the indemnified party.
7. Data protection
The parties shall comply with their data protection obligations as set out in Schedule 1.
8. Site content
8.1 If the Supplier has agreed to host a Site from the Server in accordance with any
Specification:
(a) the Supplier shall update the Site with Materials provided from time to time by the
Customer. The Customer shall ensure that the Materials do not infringe any
applicable laws, regulations or third party rights (including material which is
obscene, indecent, pornographic, seditious, offensive, defamatory, threatening,
liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in
breach of any third party Intellectual Property Rights) (Inappropriate Content);
(b) the Supplier shall grant the Customer access to the Server in order to update
information held on the Site;
(c) the Supplier shall include only Materials on the Site. The Customer acknowledges
that the Supplier has no control over any content placed on the Site by Visitors
and does not purport to monitor the content of the Site. The Supplier reserves the
right to remove content from the Site where it reasonably suspects such content
is Inappropriate Content. The Supplier shall notify the Customer promptly if it
becomes aware of any allegation that any content on the Site may be
Inappropriate Content;
(d) the Customer shall indemnify the Supplier against all damages, losses and
expenses arising as a result of any action or claim that the Materials constitute
Inappropriate Content; and
(e) if relevant, the Supplier may include the statement “Designed by Greenlight
Digital Ltd” on the home page of the Site in a form to be agreed.
9. Development and acceptance of site
9.1 If the Supplier has agreed to design and/or develop a Site in accordance with any
Specification:
(a) once the Supplier has completed the design and/or development of the Site in
accordance with the relevant Specification, the Supplier shall run the Acceptance
Tests. The procedure set out in this clause 9 shall be repeated in respect of any
further development works agreed by the parties from time to time.
(b) the Acceptance Tests shall test compliance of the Site with the Specification. The
form and detail of such tests are determined by the Supplier from time to time
(acting with reasonable care and skill).
(c) Acceptance of the Site shall occur when the Site has passed the Acceptance
Tests. The Supplier shall notify the Customer when the tests have been passed
and provide the results of the Acceptance Tests to the Customer in writing.
(d) if any failure to pass the Acceptance Tests results from a defect which is caused
by an act or omission of the Customer, or by one of the Customer’s subcontractors or agents for whom the Supplier has no responsibility (Non-Supplier
Defect), the Site shall be deemed to have passed the Acceptance Tests
notwithstanding such Non-Supplier Defect. The Supplier shall provide assistance
reasonably requested by the Customer in remedying any Non-Supplier Defect by
supplying additional services or products. The Customer shall pay the Supplier in
full for all such additional services and products at the Supplier’s then current fees
and prices.
(e) Acceptance of the Site shall be deemed to have taken place upon the occurrence
of any of the following events:
(i) the Customer uses any part of the Site for any revenue-earning purposes or to
provide any services to third parties other than for test purposes; or
(ii) the Customer unreasonably delays the start of the relevant Acceptance Tests
or any retests for a period of seven working days from the date on which the
Supplier is ready to commence running such Acceptance Tests or retests.
(f) the Supplier warrants that the Site will perform substantially in accordance with
the Specification for a period of three months from Acceptance. If the Site does
not so perform, the Supplier shall, for no additional charge, carry out any work
necessary in order to ensure that the Site substantially complies with the
Specification.
(g) the warranty set out in clause 9.1(f) shall not apply to the extent that any failure
of the Site to perform substantially in accordance with the Specification is caused
by any materials supplied by the Customer (including the Materials).
(h) the Supplier does not warrant that:
(i) the Customer’s use of the Services or the Site will be uninterrupted or errorfree;
(ii) the Services or the Site will be free from Vulnerabilities; or
(iii) the Services or the Site will comply with any Heightened Cybersecurity
Requirements.
10. Third parties
10.1 Any Third Party Products shall be supplied in accordance with the relevant licensor’s
standard terms, and the Customer hereby agrees to comply with such terms. Any licence
fees for such Third Party Products is included in the Charges payable under clause 5.1.
10.2 If the Services include the registration of any .UK domain with the Supplier, the Customer
agrees to comply with the terms and conditions of Nominet (as updated from time to time).
The terms and conditions of Nominet can be found here: https://www.nominet.uk/ukdomains/policies/.
11. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN
TO THIS CLAUSE.
11.1 The Supplier has obtained certain insurance cover in respect of its own legal liability. The
limits and exclusions in this clause reflect the insurance cover the Supplier has been able
to arrange and the Customer is responsible for making its own arrangements for the
insurance of any excess loss.
11.2 References to liability in this clause 11 include every kind of liability arising under or in
connection with the Contract including liability in contract, tort (including negligence),
misrepresentation, restitution or otherwise.
11.3 Nothing in this clause 11 shall limit the Customer’s payment obligations under the
Contract.
11.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability
for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act
1982 (title and quiet possession).
11.5 Subject to clause 11.4 (Liabilities which cannot legally be limited), the Supplier’s total
liability to the Customer:
(a) for loss arising from the Supplier’s failure to comply with its data processing
obligations under clause 7 shall not exceed £1,000,000;
(b) for damage to property caused by the negligence of its employees and agents in
connection with this agreement shall not exceed £1,000,000; and
(c) for all other loss or damage shall not exceed £1,000,000.
11.6 The caps on the Supplier’s liabilities shall be reduced by:
(a) payment of an uncapped liability; and
(b) amounts awarded by a court or arbitrator, using their procedural or statutory
powers in respect of costs of proceedings or interest for late payment.
11.7 Subject to clause 11.3 (No limitation of customer’s payment obligations) and clause 11.4
(Liabilities which cannot legally be limited), this clause 11.7 sets out the types of loss that
are wholly excluded:
(a) loss of profits.
(b) loss of sales or business.
(c) loss of agreements or contracts.
(d) loss of anticipated savings.
(e) loss of use or corruption of software, data or information.
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
11.8 The Supplier has given commitments as to compliance of the Services with relevant
specifications in clause 3. In view of these commitments, the terms implied by sections 3,
4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted
by law, excluded from the Contract.
11.9 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an
event within the notice period, the Supplier shall have no liability for that event. The notice
period for an event shall start on the day on which the Customer became, or ought
reasonably to have become, aware of the event having occurred and shall expire 6 months
from that date. The notice must be in writing and must identify the event and the grounds
for the claim in reasonable detail.
11.10 This clause 11 shall survive termination of the Contract.
12. Termination
12.1 Subject to the remaining provisions of this clause 12, this agreement shall commence on
the Commencement Date and shall continue for a period of 12 months (Initial Term). After
the expiry of the Initial Term, it shall continue unless or until terminated by:
(a) the Customer giving the Supplier not less than four weeks’ notice in writing, such
notice to expire on an anniversary of the Commencement Date (and, for the
avoidance of doubt, where the Customer fails to serve notice at least four weeks
before an anniversary of the Commencement Date, this agreement shall continue
until the next anniversary of the Commencement Date); For the avoidance of doubt, the Customer acknowledges that different products and Services supplied under this agreement may each have their own renewal periods. Accordingly, invoices issued in respect of such products and Services, and all payments due, shall remain payable in full regardless of any notice given under this clause; or
(b) the Supplier giving the Customer four weeks’ notice in writing at any time.
12.2 Without affecting any other right or remedy available to it, either party may terminate the
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 the Contract and (if such
a breach is remediable) fails to remedy that breach within 14 days of that party
being notified in writing to do so;
(b) the other party repeatedly breaches any of the terms of this agreement in such a
manner as to reasonably justify the opinion that its conduct is inconsistent with it
having the intention or ability to give effect to the terms of this agreement;
(c) the other party takes any step or action in connection with its entering
administration, provisional liquidation or any composition or arrangement with its
creditors (other than in relation to a solvent restructuring), applying to court for or
obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound
up (whether voluntarily or by order of the court, unless for the purpose of a solvent
restructuring), having a receiver appointed to any of its assets or ceasing to carry
on business;
(d) the other party suspends, or threatens to suspend, or ceases or threatens to
cease to carry on all or a substantial part of its business; or
(e) the other party’s financial position deteriorates to such an extent that in the
terminating party’s reasonable opinion the other party’s capability to adequately
fulfil its obligations under the Contract has been placed in jeopardy.
12.3 Without affecting any other right or remedy available to it, the Supplier may terminate the
Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for
payment.
12.4 Without affecting any other right or remedy available to it, the Supplier may suspend the
supply of Services under the Contract or any other contract between the Customer and
the Supplier if:
(a) the Customer fails to pay any amount due under the Contract on the due date for
payment;
(b) the Customer becomes subject to any of the events listed in clause 12.2(c) or
clause 12.2(d), or the Supplier reasonably believes that the Customer is about to
become subject to any of them; and
(c) the Supplier reasonably believes that the Customer is about to become subject
to any of the events listed in clause 12.2(c).
12.5 On termination of this agreement:
(a) by the Supplier under clauses 12.2 or 12.3, or the Customer under clause 12.2, all
licences granted by the Supplier under this agreement shall terminate immediately;
(b) by the Supplier under clause 12.1(b), all licences granted by the Supplier under this
agreement shall terminate on expiry of the four-week notice; or
(c) by the Customer under clause 12.1(a), all licences granted by the Supplier under this
agreement shall terminate on expiry of the relevant anniversary of the Commencement
Date.
13. Consequences of termination
13.1 On termination or expiry of the Contract:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s
outstanding unpaid invoices and interest and, in respect of Services supplied but
for which no invoice has been submitted, the Supplier shall submit an invoice,
which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return any Deliverables which have not been fully paid for. If
the Customer fails to do so, then the Supplier may enter the Customer’s premises
and take possession of them. Until they have been returned, the Customer shall
be solely responsible for their safe keeping and will not use them for any purpose
not connected with the Contract.
13.2 On expiry or termination of this agreement otherwise than on termination by the Supplier
under clause 12.3, provided the Customer has complied in full with clause 13.1(a), the
Supplier shall promptly return all Materials to the Customer and shall provide to the
Customer an electronic copy of the Site (including all content on the Site). If relevant, the
Supplier shall provide such assistance as is reasonably requested by the Customer in
transferring the hosting of the Site (including any relevant domain names, provided the
Customer has provided the necessary IPS tags within 28 days of the date of initiating the
transfer) to the Customer or another service provider, subject to the payment of the
Supplier’s expenses reasonably incurred. The Customer acknowledges that: any plug-ins
used in the Site may not benefit from any support assistance or updates (whether
delivered by the Supplier or a third party), and the Supplier has no ongoing responsibility
to the Customer in relation to the maintenance of any plug-ins, once the Site is transferred
away from the Supplier.
13.3 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or
liabilities of the parties that have accrued up to the date of termination or expiry, including
the right to claim damages in respect of any breach of the Contract which existed at or
before the date of termination or expiry.
13.4 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.
14. General
14.1 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 result from events, circumstances or causes beyond its reasonable control.
14.2 Assignment and other dealings.
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate,
declare a trust over or deal in any other manner with any or all of its rights and
obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract,
delegate, 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.
14.3 Confidentiality.
(a) Each party undertakes that it shall not at any time during the Contract, and for a
period of two years after termination or expiry of the Contract, disclose to any
person any confidential information concerning the business, affairs, customers,
clients or suppliers of the other party, except as permitted by clause 14.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors,
advisers or insurers who need to know such information for the purposes
of carrying out the party’s obligations under the Contract. Each party shall
ensure that its employees, officers, representatives, contractors,
subcontractors, advisers or insurers to whom it discloses the other party’s
confidential information comply with this clause 14.3; 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 the Contract.
14.4 Entire agreement.
(a) 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.
(b) 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. Each party agrees that it shall have no claim for innocent or
negligent misrepresentation or negligent misstatement based on any statement
in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
14.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be
effective unless it is in writing.
14.6 Waiver. A waiver of any right or remedy under the 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 the 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 the Contract or by law shall prevent or
restrict the further exercise of that or any other right or remedy.
14.7 Severance. 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 this agreement. If any provision or part-provision of this
Contract deleted under this clause 14.7 the parties shall negotiate in good faith to agree
a replacement provision that, to the greatest extent possible, achieves the intended
commercial result of the original provision.
14.8 Notices.
(a) Any notice or other communication 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 firstclass 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 most recent email address notified by the receiving party to the sender.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(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
(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. In
this clause 14.8(b)(iii), business hours means 9.00am to 5.00pm Monday
to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause 14.8 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.
14.9 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights
under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the
Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the
consent of any other person.
14.10 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.
14.11 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.
Schedule 1 Data protection
DEFINITIONS
Applicable Laws: means:
a) To the extent the UK GDPR applies, the law of the United Kingdom or of a
part of the United Kingdom.
b) To the extent EU GDPR applies, the law of the European Union or any
member state of the European Union to which the Supplier is subject.
Applicable Data Protection Laws: means:
a) To the extent the UK GDPR applies, the law of the United Kingdom or of a
part of the United Kingdom which relates to the protection of personal data.
b) To the extent the EU GDPR applies, the law of the European Union or any
member state of the European Union to which the Supplier is subject, which
relates to the protection of personal data.
Customer Personal Data: any personal data which the Supplier processes in connection
with this agreement, in the capacity of a processor on behalf of the Customer.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
Purpose: the purposes for which the Customer Personal Data is processed, as set
out in clause 1.8(a).
Supplier Personal Data: any personal data which the Supplier processes in connection
with this agreement, in the capacity of a controller.
UK GDPR: has the meaning given to it in the Data Protection Act 2018.
1. DATA PROTECTION
1.1 For the purposes of this clause 1, the terms controller, processor, data subject,
personal data, personal data breach and processing shall have the meaning given to
them in the UK GDPR.
1.2 Both parties will comply with all applicable requirements of Applicable Data Protection
Laws. This clause 1 is in addition to, and does not relieve, remove or replace, a party’s
obligations or rights under Applicable Data Protection Laws.
1.3 The parties have determined that, for the purposes of Applicable Data Protection Laws:
(a) the Supplier shall act as controller and/or processor in respect of the personal
data and processing activities detailed in the Privacy Policy (defined below).
1.4 Should the determination in clause 1.3 change, then each party shall work together in
good faith to make any changes which are necessary to this clause 1 or the related
schedules.
1.5 By entering into this agreement, the Customer consents to (and shall procure all required
consents, from its personnel, representatives and agents, in respect of) all actions taken
by the Supplier in connection with the processing of Supplier Personal Data, provided
these are in compliance with the then-current version of the Supplier’s privacy policy
available at https://greenlight-digital.co.uk/privacy-policy/ (Privacy Policy). In the event of
any inconsistency or conflict between the terms of the Privacy Policy and this agreement,
the Privacy Policy will take precedence.
1.6 Without prejudice to the generality of clause 1.2, the Customer will ensure that it has all
necessary appropriate consents and notices in place to enable lawful transfer of the
Supplier Personal Data and Customer Personal Data to the Supplier for the duration and
purposes of this agreement.
1.7 In relation to the Customer Personal Data, the Privacy Policy sets out the scope, nature
and purpose of processing by the Supplier, the duration of the processing and the types
of personal data and categories of data subject.
1.8 Without prejudice to the generality of clause 1.2 the Supplier shall, in relation to Customer
Personal Data:
(a) process that Customer Personal Data only on the documented instructions of the
Customer, which shall be to process the Customer Personal Data for the
purposes set out in the Privacy Policy, unless the Supplier is required by
Applicable Laws to otherwise process that Customer Personal Data. Where the
Supplier is relying on Applicable Laws as the basis for processing Customer
Processor Data, the Supplier shall notify the Customer of this before performing
the processing required by the Applicable Laws unless those Applicable Laws
prohibit the Provider from so notifying the Customer on important grounds of
public interest. The Supplier shall inform the Customer if, in the opinion of the
Supplier, the instructions of the Customer infringe Applicable Data Protection
Laws;
(b) implement technical and organisational measures to protect against unauthorised
or unlawful processing of Customer Personal Data and against accidental loss or
destruction of, or damage to, Customer Personal Data, which the Customer has
reviewed and confirms are 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 any personnel engaged and authorised by the Supplier to process
Customer Personal Data have committed themselves to confidentiality or are
under an appropriate statutory or common law obligation of confidentiality;
(d) assist the Customer insofar as this is possible (taking into account the nature of
the processing and the information available to the Supplier), and at the
Customer’s cost and written request, in responding to any request from a data
subject and in ensuring the Customer’s compliance with its obligations under
Applicable Data Protection Laws with respect to security, breach notifications,
impact assessments and consultations with supervisory authorities or regulators;
(e) notify the Customer without undue delay on becoming aware of a personal data
breach involving the Customer Personal Data;
(f) at the written direction of the Customer, delete or return Customer Personal Data
and copies thereof to the Customer on termination of the agreement unless the
Supplier is required by Applicable Law to continue to process that Customer
Personal Data. For the purposes of this clause 1.8(f) Customer Personal Data
shall be considered deleted where it is put beyond further use by the Supplier;
and
(g) maintain records to demonstrate its compliance with this clause 1.
1.9 The Customer hereby provides its prior, general authorisation for the Supplier to:
(a) appoint processors to process the Customer Personal Data, provided that the
Supplier:
(i) shall ensure that the terms on which it appoints such processors comply
with Applicable Data Protection Laws, and are consistent with the
obligations imposed on the Supplier in this clause 1;
(ii) shall remain responsible for the acts and omission of any such processor
as if they were the acts and omissions of the Supplier; and
(iii) shall inform the Customer of any intended changes concerning the
addition or replacement of the processors, thereby giving the Customer
the opportunity to object to such changes provided that if the Customer
objects to the changes and cannot demonstrate, to the Supplier’s
reasonable satisfaction, that the objection is due to an actual or likely
breach of Applicable Data Protection Law, the Customer shall indemnify
the Supplier for any losses, damages, costs (including legal fees) and
expenses suffered by the Supplier in accommodating the objection.
(b) transfer Customer Personal Data outside of the UK as required for the Purpose,
provided that the Supplier shall ensure that all such transfers are effected in
accordance with Applicable Data Protection Laws. For these purposes, the
Customer shall promptly comply with any reasonable request of the Supplier,
including any request to enter into standard data protection clauses adopted by
the EU Commission from time to time (where the EU GDPR applies to the
transfer) or adopted by the UK Information Commissioner from time to time
(where the UK GDPR applies to the transfer).
1.10 Either party may, at any time on not less than 30 days’ notice, revise this clause 1 with any
applicable standard clauses approved by the EU Commission or the UK Information
Commissioner’s Office or forming part of an applicable certification scheme or code of
conduct (Amended Terms). Such Amended Terms shall apply when replaced by
attachment to this agreement, but only in respect of such matters which are within the
scope of the Amended Terms.