Terms & Conditions
QUALITY COMPLIANCE SYSTEMS LIMITED
TERMS AND CONDITIONS
BUSINESS TO BUSINESS: These Terms are for business customers. If you are a consumer (i.e. an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession), QCS cannot enter into an agreement with you on these Terms. Please contact the customer service team at 0333 405 33 33 or email firstname.lastname@example.org to discuss how we may assist you.
These Terms and Conditions replace all other terms and conditions applicable to any contract you may previously have had with QCS.
SCOPE: These Terms cover both:
- trials; and
- full subscriptions.
TRIAL: Different provisions within these Terms apply, depending on whether a trial or a full subscription has been agreed with you, as explained in more detailed within these Terms. Key terms relating to a trial are set out in clauses 3, 4, 5, 6, 7 and 8.
- about QCS
1.1 Company details
Quality Compliance Systems Ltd (company number 06234100) (“QCS”), is a company registered in England and Wales with registered office at Regus House Highbridge Industrial Estate, Oxford Road, Uxbridge, England, UB8 1HR. QCS’ main trading address is Regus House Highbridge Industrial Estate, Oxford Road, Uxbridge, England, UB8 1HR. QCS’ VAT number is 973181603. QCS operates the Website and Mobile Application.
1.2 Contacting QCS
To contact QCS, telephone the customer service team at 0333 405 33 33 or email email@example.com. To give us formal notice of any matter under these Terms, please see Clause 33.
2.1 The definitions and rules of interpretation in this clause apply in the Contract.
- Order Confirmation: the email QCS sends to the Customer containing a description of the Services, which is sent by QCS to the Customer for the Customer’s verification;
- Authorised Location: the location specified in the Contract being the location in which or from which regulated activities are provided by or managed by the Customer;
- Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2(d);
- Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
- Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly;
- Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 6 or clause 19.7;
- Contract: the contract for either a Trial or for Services, which is formed as described under clause 3 and which incorporates these Terms;
- Customer: the firm, person or business who purchase Services from QCS as identified in the Contract;
- Customer Data: the data inputted by the Customer, Authorised Users, or QCS on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services;
Data Protection Legislation: the Data Protection Act 2018 and unless and until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and then any successor legislation to the GDPR.
- Discount: a reduction in the Subscription Fees against the price QCS would normally charge to a customer;
- Effective Date: the date on which QCS grants to the Customer access to the Services;
- Initial Subscription Term: is from the Effective Date for a period as stated within the Order Confirmation;
- Mobile Application: the mobile application provided by QCS which can be downloaded via most major online app stores or such other location as may be notified by QCS to the Customer from time to time;
- Normal Business Hours: 9:00 am to 5.00 pm local UK time, each Business Day;
- Permitted Alternations: has the meaning assigned to it in clause 4;
- QCS Documentation: the documents, policies, manuals, forms, toolkits and materials and all content in whatever form made available by QCS to the Customer, which QCS may elect to provide online through ukqcs.com or such other web address notified by QCS to the Customer from time to time, or via an application for a personal computer or mobile device as notified by QCS to the Customer ;
- Renewal Period: the period described in clause 1;
- Retail Price Index: the Retail Price Index (RPI)(all items)(United Kingdom);
- Services: the subscription services provided by QCS to the Customer in consideration of the Subscription Fees under the Contract via ukqcs.com, the Mobile Application, or any other website notified to the Customer by QCS from time to time, including use and access to the QCS Documentation;
- Software: the online software applications provided by QCS as part of the Services;
- Subscription Fees: the subscription fees payable by the Customer to QCS for the User Subscriptions at the Authorised Location, as set out in the Contract;
- Subscription Term: has the meaning given in clause 1 (being the Initial Subscription Term together with any subsequent Renewal Periods);
- Trial Licence: the licence granted pursuant to clause 5;
- Terms: these terms and conditions as stated in clause 1;
- Trial Period: shall mean 24 hours from QCS granting the Trial Licence pursuant to clause 5;
- User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 1 which entitle Authorised Users at an Authorised Location to access and use the Services and the QCS Documentation in accordance with the Contract;
- Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
- Website: the website currently located at https://www.qcs.co.uk/ or such other website address as may be notified by QCS to the Customer from time to time.
2.2 Clause and paragraph headings shall not affect the interpretation of the Contract.
2.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
2.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
2.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
2.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
2.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Contract.
2.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Contract under that statute or statutory provision.
2.9 A reference to writing or written includes e-mail but not faxes.
3.1 These terms and conditions (“Terms”) apply to provision of Services or a Trial Licence to the Customer by QCS, as specified in the relevant Contract.
3.2 These Terms and the Contract are made only in the English language.
3.3 You should save a copy of these Terms and Contract (where possible) to your computer for future reference.
- placing an order and formation of the Contract
4.1 The Customer may place an order or request a trial from QCS. The process of formation of a Contract for a Trial Licence is set out in clause 5. The Customer may place an order via checking and confirming the Order Confirmation that has been sent to it by QCS. The Customer is responsible for checking its order carefully before submitting it to QCS. The Customer is responsible for ensuring that the order is complete and accurate. The Customer’s confirmation of an Order Confirmation or any other placing of an order is an offer to QCS to enter into a Contract on the terms of such order.
4.2 While checking and confirming the Order Confirmation, the Customer must, as part of its offer to QCS, accept these Terms. QCS’ acceptance of the order will take place as described in clause 4.3.
4.3 QCS’ acceptance of the order takes place when QCS either: (i) sends an email to the Customer indicating its acceptance of the Customer’s order; or (ii) QCS grants the Customer access to the Services. On QCS’ acceptance the Contract between QCS and the Customer will come into existence on the basis of the Order Confirmation and these Terms. No other terms are implied by trade, custom, practice, course of dealing, by in the Customer’s purchase order, specification or otherwise.
4.4 If QCS is unable to supply the Customer with the Services or agree to a Trial for any reason, QCS will inform the Customer of this by email and will not process the order, and no Contract shall be formed. If the Customer has already paid for the Services, QCS will refund to the Customer the full amount charged as soon as possible.
4.5 The Contract shall be comprised of the Order Confirmation and these Terms (as relevant to either a Trial Licence or the Services).
- trial Licence
5.1 QCS may (at its sole discretion) grant to the Customer a personal, non-transferable, non-exclusive licence to use the Services in a limited manner as QCS may determine during the Trial Period solely for the purposes of the Customer evaluating the Services for use in the Customer’s business (“Trial Licence”). The Customer must accept these Terms via an online tick box prior to QCS granting the Trial Licence. When the Customer accepts by clicking the online check box, this shall constitute an offer by the Customer in accordance with these Terms for the Trial Licence.
5.2 QCS’ granting of access to the Services for the Trial Period constitutes the point of formation of the Contract between QCS and the Customer relating to the Trial Licence.
5.3 The Trial Licence is granted only to the Customer’s authorised user for Trial Licence purposes only. The Customer shall ensure that any such user keeps a secure password for his use of the Services and QCS Documentation, and that such password shall not be shared.
5.4 The Customer acknowledges and agrees that the Services will, or may, automatically “time out” (that is to say, cease to operate) at the end of the Trial Period. The Trial Period shall not automatically renew.
5.5 The Customer shall have no right to make copies, print, adapt, revise or modify in any way the Services or QCS Documentation (if any QCS Documentation is provided) during the Trial Period.
- trial licence termination
6.1 During the Trial Licence, the Trial Licence may be terminated:
6.1.1 immediately by QCS giving written notice if the Customer is in breach of any of its obligations within these Terms applicable to the Trial Licence;
6.1.2 by the Customer during the Trial Period upon written notice or upon acceptance by the Customer of a Contract for the Services pursuant to clause 4.3.
6.2 Upon termination not followed by entering into a Contract for the Services pursuant to clause 4.3, the Customer shall within two working days return to QCS all or part of the Services and QCS Documentation on any tangible medium and shall delete all electronic copies of all or any part of the Services, QCS Documentation or Software.
- liability under trial licence
7.1 Save for death and personal injury caused by QCS’ negligence, QCS shall have no liability of any kind in any circumstances whatever to the Customer in respect of the Services or QCS Documentation under the Trial Licence.
7.2 QCS shall have no liability in any circumstances whatever for any data loss or corruption and the Customer agrees that it has sole responsibility for protecting its data during the Trial Licence.
7.3 For the duration of the Trial Licence, no representations, conditions, warranties or other terms of any kind are given in respect of the Services or the QCS Documentation, and all statutory warranties and conditions are excluded to the fullest extent possible.
- Terms applicable to a trial licence
8.1 The following clauses shall apply to the Trial Licence, and when applied any reference to a Contract or to Services in any such clauses shall be construed in relation to the trial and to apply in respect of the Trial Licence only: clauses 1, 2, 3, 4, 5, 6, 7, 8, 9.3, 9.4, 9.6, 9.7, 14, 16.1, 18, 19, 21.1, 21.2, 21.3, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33 and 34.
8.2 The following clauses do not apply to any Trial Licence: clauses 9.1, 9.2, 9.4, 10, 11, 12, 13, 15, 16.2, 17, 20, 21.4 and 22.
- User subscriptions and licence
9.1 Where the Customer and QCS have entered into a Contract for Services in accordance with clause 4.3 (or varied a Contract pursuant to clause 10.3 or 11.3), subject to the restrictions set out in this clause 9 and the other terms and conditions of the Contract, QCS hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users at the Authorised Location to use the Services and the QCS Documentation during the Subscription Term solely for the Customer’s internal business operations.
9.2 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Services and the QCS Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or QCS Documentation;
(c) each Authorised User shall keep a secure password for his use of the Services and QCS Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to QCS within 5 Business Days of QCS’ written request at any time or times;
(e) it shall permit QCS or QCS’ designated auditor to audit the Services in order to establish the name and password of each Authorised User and QCS’ data processing facilities to audit compliance with the Contract. Each such audit may be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
(f) if any of the audits referred to in clause 9.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to QCS’ other rights, QCS may promptly disable such passwords and QCS shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 9.2(e) reveal or QCS otherwise becomes aware that the Customer has underpaid Subscription Fees to QCS, then without prejudice to QCS’ other rights, the Customer shall pay to QCS an amount equal to such underpayment as calculated in accordance with the prices set out in the Contract within 10 Business Days of the date of the relevant audit.
9.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and QCS reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
9.4 Subject to clause 9.5 and provided that this right will not apply to a Trial Licence, the Customer may:
(a) Download up to a maximum of 30 items per month of QCS Documentation (in Word format) (unless QCS agrees in advance to increase such number) that is made available for download by QCS through the Website or the Mobile Application; and
(b) where it downloads any such QCS Documentation, may edit and alter such QCS Documentation for the Customer’s internal business purposes only and in doing so, where it adapts any templates provided as part of the QCS Documentation, it may not remove QCS’ trademark notices from such templates (any such edits, alterations and adaptations, a (“Permitted Alteration”).
9.5 The Customer shall not (and shall not attempt to):
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Contract:
(i) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or QCS Documentation (as applicable) in any form or media or by any means; or
(ii) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and QCS Documentation in order to build a product or service which competes with the Services and/or the QCS Documentation; or
(c) use the Services and/or QCS Documentation to provide services to third parties; or
(d) subject to clause 30.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or QCS Documentation available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or QCS Documentation, other than as provided under this clause 9;
(f) remove any copyright, trademark and other proprietary notices, legends, symbols or labels from any QCS Documentation.
9.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the QCS Documentation and, in the event of any such unauthorised access or use, promptly notify QCS.
9.7 The rights provided under this clause 9 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
10.1 Subject to clause 10.2 and clause 10.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Contract and QCS shall grant access to the Services and the QCS Documentation to such additional Authorised Users in accordance with the provisions of the Contract.
10.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify QCS in writing or verbally. QCS shall evaluate such request for additional User Subscriptions and respond to the Customer with either: (i) written approval or (ii) rejection via telephone or otherwise, of the request.
10.3 If QCS approves the Customer’s request to purchase additional User Subscriptions pursuant to clause 10.2 the Customer shall immediately pay to QCS the relevant fees for such additional User Subscriptions as set out in the applicable Order Confirmation or otherwise agreed and if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by QCS for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable). For the avoidance of doubt, all payments are due in advance and QCS is not obliged to provide additional User Subscriptions to the Customer until the Customer makes payment in accordance with this clause 10.3
11.1 Subject to clauses 11.2 and 11.3, the Customer may, from time to time during any Subscription Term, purchase additional Authorised Locations in excess of those set out in the Contract and QCS shall grant access to the Services and the QCS Documentation to such Authorised Users at such additional Authorised Locations in accordance with the provisions of the Contract.
11.2 If the Customer wishes to purchase additional Authorised Locations, the Customer shall notify QCS in writing or verbally. QCS shall evaluate such request for additional Authorised Locations and respond to the Customer with either: (i) written approval or (ii) rejection via telephone or otherwise, of the request.
11.3 If QCS approves the Customer’s request to purchase additional Authorised Locations pursuant to clause 11.2:
11.3.1 the Customer shall immediately pay to QCS the relevant fees for such additional Authorised Locations. For the avoidance of doubt, all payments are due in advance and QCS is not obliged to provide additional Authorised Locations to the Customer until the Customer makes payment in accordance with this clause 11.3.1; and
11.3.2 if such additional Authorised Locations are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable) either:
(a) the parties shall enter into a new contract for the provision of Services, including existing and any additional Authorised Locations, and the Order Confirmation for such new Contract shall confirm that the new Contract will replace the existing Contract upon conclusion of the new Contract pursuant to clause 4.3, with the Initial Subscription Term and revised Subscription fees under such new Contract to be calculated and implemented as from the commencement date of the new Contract for all relevant Authorised Locations under that new Contract; or
(b) the parties shall enter into a new Contract for the additional Authorised Locations, which shall be implemented and continue in force side by side with the existing Contract between the parties in relation to existing Authorised Locations.
11.4 Notwithstanding any other rights or remedies available to QCS pursuant to the Contract or otherwise, in the event of a Customer allowing access to the Services at a location which is not an Authorised Location pursuant to the Contract, QCS may charge the Customer the full list price for each such location that has access for the Services, notwithstanding any Discount that has previously been granted to the Customer.
12.1 QCS shall, during the Subscription Term, provide the Services to the Authorised Location(s) and make available the Documentation to the Customer on and subject to the terms of the Contract.
12.2 QCS shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of 10.00 pm to 8.00 am UK time; and
(b) unscheduled maintenance performed outside Normal Business Hours.
13.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
13.2 The Customer acknowledges that subject to Clause 13.9, it is wholly and exclusively responsible for the security of all of its own information (including inter alia cardholder data, personally identifiable information and commercially sensitive information) and that subject to Clause 21.3 any advice, assessment or audit delivered by QCS does not include QCS accepting any liability.
13.3 QCS shall follow its archiving procedures for Customer Data as follows (and such procedure may be amended by QCS at its sole discretion from time to time):
13.3.1 File System:
(a) Multiple copies of file system at geographically distributed locations; and
(b) Copies created instantly as soon as files are created; and
13.3.1 Database System:
(a) Full back up taken every four (4) hours; and
(b) Backups replicated across multiple geographical locations.
13.3.3 In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against QCS shall be for QCS to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by QCS in accordance with this clause 13.3. QCS shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by QCS to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under clause 13.10).
13.5 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
13.6 The parties acknowledge that:
(a) if QCS processes any personal data on the Customer’s behalf when performing its obligations under the Contract, the Customer is the data controller and QCS is the data processor for the purposes of the Data Protection Legislation (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
(b) the Contract sets out the scope, nature and purpose of processing by QCS, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject.
(c) the personal data will not be transferred or stored outside the EEA or the country where the Customer and the Authorised Location(s) are located in order to carry out the Services and QCS’ other obligations under the Contract.
13.7 Without prejudice to the generality of clause 13.5, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to QCS for the duration and purposes of the Contract so that QCS may lawfully use, process and transfer the Personal Data in accordance with the Contract on the Customer’s behalf.
13.8 Without prejudice to the generality of clause 13.5, QCS shall, in relation to any Personal Data processed in connection with the performance by QCS of its obligations under the Contract:
(a) process that Personal Data only on the instructions of the Customer (which the Customer acknowledges are comprised in the Services) unless QCS is required by the laws of any member of the European Union or by the laws of the European Union applicable to QCS to process Personal Data (Applicable Laws). Where QCS is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, QCS shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit QCS from so notifying the Customer;
(b) not transfer any Personal Data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
(i) the Customer or QCS has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) QCS complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) QCS complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(c) 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 and consultations with supervisory authorities or regulators;
(d) notify the Customer without undue delay on becoming aware of a Personal Data breach;
(e) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
(f) maintain complete and accurate records and information to demonstrate its compliance with this clause 13.
13.9 Each party shall ensure that it has in place appropriate technical and organisational measures, 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, pseudonymising 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).
13.10 The Customer consents to QCS’ use of sub-processors engaged in the processing of the Personal Data by way of a general authorisation in respect of all sub-processors as at the date of the Contract. QCS shall, upon request of the Customer, make available to the Customer a list of its current sub-processors as well as a mechanism for the Customer to receive notifications of changes to its sub-processors to give the Customer an opportunity to object to such change. The Customer must notify QCS if it does not agree to a proposed change that affects the Customer within 30 days of such written notice, specifying its grounds for such objection (acting reasonably). If QCS receives such an objection, then QCS may (at its option):
(a) cancel its plans to change the affected sub-processor;
(b) offer an alternative which is acceptable to the Customer; or
(c) take corrective steps to remove the objection identified by the Customer, after which QCS may proceed with appointing the relevant sub-processor; and
QCS shall only appoint a sub-processor engaged in the processing of the Personal Data on the basis of a binding written contract imposing materially equivalent obligations upon the sub-processor in relation to the processing of Personal Data as are applicable to QCS under the Contract, and remain liable (subject to the provisions of this Contract) to the extent that such sub-processor fails to comply with such equivalent provisions in relation to the processing of Personal Data on the Customer’s behalf.
13.11 QCS may, at any time on not less than 30 days’ notice, revise this clause 13 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme.
15.1 QCS undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
15.2 The undertaking at clause 15.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to QCS’ instructions, or modification or alteration of the Services by any party other than QCS or QCS’ duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, QCS will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 15.1. Notwithstanding the foregoing, QCS:
(a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and QCS Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
15.3 The Contract shall not prevent QCS from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.
15.4 QCS will only provide the QCS Documentation to the Customer, in electronic format. For the purposes of clarity, the Customer has no right to receive the QCS Documentation in hard copy format.
15.5 QCS warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract.
16.1 The Customer shall:
(a) provide QCS with:
(i) all necessary co-operation in relation to the Contract; and
(ii) all necessary access to such information as may be required by QCS;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b) without affecting its other obligations under the Contract, comply with all applicable laws and regulations with respect to its activities under the Contract;
(c) carry out all other Customer responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, QCS may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the QCS Documentation in accordance with the terms and conditions of the Contract and shall be responsible for any Authorised User’s use of the Services and the QCS Documentation, as well as any acts or omissions of such Authorised Users which would constitute a breach of the Contract by the Customer. Without limitation, the Customer shall ensure that Authorised Users do not remove, bypass, circumvent, neutralise, or modify any technological protection measures that QCS may implement from time to time in respect of its Services and QCS Documentation;
(e) ensure that the Services and QCS Documentation are only used at the Authorised Location(s);
(f) ensure that any Authorised User who ceases to be engaged by and authorised by the Customer to use the Services and QCS Documentation, shall immediately cease to access the Services, including but not limited to, upon any Authorised User who is employed by the Customer ceasing to be employed by them;
(g) obtain and shall maintain all necessary licences, consents, and permissions necessary for QCS, its contractors and agents to perform their obligations under the Contract, including without limitation the Services;
(h) ensure that its network and systems comply with the relevant specifications provided by QCS from time to time; and
(i) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to QCS’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
16.2 The Customer expressly acknowledges and accepts that it is solely responsible for any Permitted Alterations that it makes of the QCS Documentation.
17.1 The Customer shall pay the Subscription Fees to QCS for the User Subscriptions in accordance with clauses 10, 11 and 17. The Contract shall specify whether the Subscription Fees are payable in one lump sum for the Initial Subscription Period and Renewal Period (as applicable) or monthly in advance. QCS shall take reasonable care to ensure that the Subscription Fees are correct at the time when the order is placed. If QCS discovers an error in the Subscription Fees it shall follow the process set out in Clause 17.2.
17.2 If QCS discovers an error in the Subscription Fees:
17.2.1 where the Subscription Fees correct price is less than the price stated in the Contract, QCS shall charge the Customer the lower amount and refund the difference where the Customer has paid for Subscription Fees; or
17.2.2 where the Subscription Fees correct price is higher than the price stated in the Contract , QCS will contact the Customer in writing as soon as possible to inform them of this error and the Customer shall have the option of continuing to purchase the Services at the correct price or cancelling the order. QCS will not process any order until it has the Customer’s instructions. If QCS are unable to contact the Customer using the contact details you provided during the order process, QCS will treat the order as cancelled and notify the Customer in writing. However, if QCS mistakenly accept and process an order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, QCS may cancel supply of the Services and refund the Customer any sums you have paid.
17.3 The Customer shall on or before the Effective Date provide to QCS valid, up-to-date and complete credit or debit card details or up to date bank details acceptable to QCS for the purposes of paying QCS via a direct debit and any other relevant valid, up-to-date and complete contact and billing details (including for payment by bank transfer or online payment method as approved by QCS from time to time). In accordance with the Contract and depending on whether the Contract states that payments are to be made as a single lump sum payment or by monthly instalments in advance, if the Customer provides:
(a) its credit or debit card details to QCS, the Customer hereby authorises QCS to charge such credit or debit card account for payment in accordance with the payment terms stated in the Contract, being:
(i) (where the Subscription Fees for the Initial Subscription Term are payable in one lump sum) on the date notified to the Customer by QCS in writing in advance ; or
(ii) (where the Subscription Fees for the Initial Subscription Term are payable by monthly instalments in advance) for the first monthly instalment, on the date notified to the Customer by QCS and thereafter, on or around each monthly anniversary of the such date for the remainder of the Initial Subscription Term;
(iii) (where the Subscription Fees payable for any Renewal Period are payable in one lump sum) the date notified to the Customer by QCS in writing in advance; or
(iv) (where the Subscription Fees payable for any Renewal Period are payable by monthly instalments in advance), monthly in advance from or around each monthly anniversary of the payment instalment date that applied in the immediately previous Initial Subscription Term or Renewal Period (as applicable) or as otherwise notified to the Customer by QCS in writing.
(b) its up to date bank details for the purpose of paying QCS via a direct debit, QCS shall debit the Customer’s account:
(i) (where the Subscription Fees for the Initial Subscription Term are payable in one lump sum) on the date notified to the Customer by QCS in writing in advance; or
(ii) where the Subscription Fees for the Initial Subscription Term are payable by monthly instalments in advance) for the first monthly instalment, on the date notified to the Customer by QCS and thereafter, on or around each monthly anniversary of the such date for the remainder of the Initial Subscription Term;
(iii) where the Subscription Fees payable for any Renewal Period are payable in one lump sum) the date notified to the Customer by QCS in writing in advance; or
(iv) (where the Subscription Fees payable for any Renewal Period are payable by monthly instalments in advance), monthly in advance from or around each monthly anniversary of the payment instalment date that applied in the immediately previous Initial Subscription Term or Renewal Period (as applicable) or as otherwise notified to the Customer by QCS in writing.
17.4 If QCS has not received or does not hold up to date billing details pursuant to clause 17.3 and without prejudice to any other rights and remedies of QCS, QCS may without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and QCS shall be under no obligation to provide any or all of the Services.
17.5 If QCS has not received payment by the due date (including if for any reason the Customer fails to have sufficient funds to pay in relation to the method of payment to QCS that it has selected), and without prejudice to any other rights and remedies of QCS:
(a) QCS may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and QCS shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid;
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment;
(c) QCS may charge an administration fee of £40 plus VAT to the Customer for each failure by the Customer to make payment on a due date for any reason, for example, but not limited to the Customer failing to inform QCS of the correct payment details, failing to re-instate a valid payment method and/or failing to have sufficient funds available in any account notified by the Customer to QCS under clause 17.2 for the purpose of making payment to QCS;
(d) QCS may charge an administration fee of £40 plus VAT to the customer for any cancellation of an existing direct debit without an alternative payment method having first been agreed; and
(e) if payment is not received within 30 days, the entirety of the Subscription Fees for the Subscription Term (less any of the Subscription Fees already paid) shall become immediately due and payable by the Customer on demand by QCS, and QCS may bring legal proceedings against the Customer in respect of all outstanding Subscriptions Fees.
17.6 All amounts and fees stated or referred to in the Contract:
(a) shall be payable in pounds sterling;
(b) are, subject to clause 21.4(b), non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to QCS’ invoice(s) at the appropriate rate and which shall be payable by the Customer.
17.7 Subject to clauses 17.8 and 17.9, QCS shall be entitled to increase the Subscription Fees with effect from the start of any Renewal Period:
17.7.1 by a rate less than or equal to the Retail Prices Index during the previous year, by giving not less than 30 days’ prior written notice; or
17.7.2 by a rate higher than the Retail Prices Index during the previous year, by giving not less than 60 days’ prior written notice. Where any increases under this clause 17.7.2 are not acceptable to the Customer, the Customer may terminate the Contract pursuant to clause 22.1.
17.8 In addition to clause 17.7, where QCS offers the Services during any Initial Subscription Term or any Renewal Period at a Discount to the Customer which is agreed to by the parties, such Discount shall only apply for the agreed Initial Subscription Term or Renewal Period (as applicable) and on expiry of the period to which the Discount relates, the Discount shall cease to apply; and Subscription Fees in any period following expiry of the period to which the Discount relates shall be calculated by reference to full, non-discounted prices.
17.9 Where a Contract with an Initial Subscription Term of longer than twelve (12) months automatically renews for a Renewal Period pursuant to clause 22.1 then subject to clause 17.7 and 17.8 the Subscription Fees for the Renewal Period shall be equal to QCS’ standard one-year subscription pricing at the time of commencement of the relevant Renewal Period. QCS shall notify the Customer at least forty-five (45) days prior to commencement of the relevant Renewal Period of the applicable Subscription Fees.
- Intellectual property
18.1 All intellectual property in whatever form including but not limited, copyright, trademark and other proprietary notices, legends, symbols and labels, used or provided by QCS as part of the Services or QCS Documentation is strictly reserved to and remains owned by QCS or the licensors of QCS as the case may be, and no licences or permissions are granted except as expressly set out in these Terms.
18.2 All goodwill in QCS’ or QCS’ licensors of copyright, trademark and other proprietary notices, legends, symbols and labels, that accrues (including by way of use or exploitation of any material provided by QCS) will accrue to and be for the benefit of QCS and its licensors as applicable.
18.3 As part of the Services in consideration of the Customer’s payment of the applicable Subscription Fees, QCS hereby grants to the Customer the licence set out in clause 9.1, subject to the further restrictions in clause 9.
18.4 Any QCS Documentation and any other material protected by copyright, trademark or other intellectual property rights are provided within the scope of the Services are provided subject to licence granted to the Customer under this clause 18 and the terms and conditions of the Contract, and the Customer has no further rights to use the Services and/or the QCS Documentation. Without limitation, the Customer will not and will not permit any person to register any domain using any such copyright, trademark and other proprietary notices, legends, symbols and labels nor use any copyright, trademark and other proprietary notices, legends, symbols and labels in a way which may diminish or damage any good will in any copyright, trademark and other proprietary notices, legends, symbols and labels.
18.5 QCS confirms that it has all the rights in relation to the Services and the QCS Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Contract.
19.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Contract. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
19.2 Subject to clause 19.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Contract.
19.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Contract.
19.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 19.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
19.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
19.6 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute QCS’ Confidential Information.
19.7 QCS acknowledges that the Customer Data is the Confidential Information of the Customer.
19.8 No party shall make, or permit any person to make, any public announcement concerning the Contract without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
19.9 The above provisions of this clause 19 shall survive termination of the Contract, however arising.
20.1 The Customer shall defend, indemnify and hold harmless QCS against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or QCS Documentation, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) QCS provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
(c) the Customer is given sole authority to defend or settle the claim.
20.2 QCS shall defend the Customer, its officers, directors and employees against any claim that the Services or QCS Documentation infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a) QCS is given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to QCS in the defence and settlement of such claim, at QCS’ expense; and
(c) QCS is given sole authority to defend or settle the claim.
20.3 In the defence or settlement of any claim, QCS may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
20.4 In no event shall QCS, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Services or QCS Documentation by anyone other than QCS; or
(b) the Customer’s use of the Services or QCS Documentation in a manner contrary to the instructions given to the Customer by QCS; or
(c) the Customer’s use of the Services or QCS Documentation after notice of the alleged or actual infringement from QCS or any appropriate authority.
20.5 The foregoing and clause 21.4(b) states the Customer’s sole and exclusive rights and remedies, and QCS’ (including QCS’ employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
21.1 Except as expressly and specifically provided in the Contract:
(a) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and
(b) the Services and the QCS Documentation are provided to the Customer on an “as is” basis.
21.2 The Customer assumes sole responsibility for results obtained from the use of the Services and the QCS Documentation by the Customer, and for conclusions drawn from such use. QCS shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to QCS by the Customer in connection with the Services, or any actions taken by QCS at the Customer’s direction. Without limiting the generality of the foregoing, the Customer is strictly and solely responsible for Permitted Alterations.
21.3 Nothing in the Contract excludes the liability of QCS:
(a) for death or personal injury caused by QCS’ negligence;
(b) for fraud or fraudulent misrepresentation; or
(c) any liability which cannot be excluded or limited by law.
21.4 Subject to clauses 21.1, 21.2 and 21.3:
(a) QCS shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:
(i) loss of profits;
(ii) loss of business;
(iii) depletion of goodwill and/or similar losses;
(iv) loss or corruption of data or information;
(v) pure economic loss;
(vi) special, indirect or consequential loss, costs, damages, charges or expenses;
(vii) losses which arise in any way from circumstances beyond QCS’ control,
however arising under the Contract; and
(b) QCS’ total aggregate liability in contract (including in respect of the indemnity at clause 20.2), 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 total Subscription Fees paid for the User Subscriptions during the twelve (12) months immediately preceding the date on which the claim arose.
22.1 The Contract shall, unless otherwise terminated as provided in this clause 22, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, the Contract shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless:
(a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of the Contract;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term of the Contract.
22.2 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 fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of the Contract 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 the Contract;
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
(e) 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;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) 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;
(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(i) 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;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(k) 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 22.2(d) to clause 22.2(j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
22.3 On termination of the Contract for any reason:
(a) all licences granted under the Contract shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
(b) each party shall return and make no further use of any equipment, property, QCS Documentation and other items (and all copies of them) belonging to the other party;
(c) QCS may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with clause 13.8(c), unless QCS receives, no later than ten days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. QCS shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination); and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
QCS shall have no liability to the Customer under any Contract if it is prevented from or delayed in performing its obligations under any Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of QCS or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of these Terms and the Order Confirmation, the provisions in the Order Confirmation shall prevail.
25.1 Unless expressly stated in these Terms and without prejudice to the processes described in clauses 10, 11 and 25.2, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).However, QCS may update these Terms (and vary the Contract accordingly) by providing notice to the Customer at least 60 days prior to commencement of any Renewal Period, with such updated Terms taking effect from commencement of the Renewal Period.
25.2 QCS may, from time to time, revise and amend these Terms (and vary the Contract accordingly) (provided that such revisions or amendments do not materially change the Contract) by providing to the Customer at least 30 days prior written notice.
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
28.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
28.2 If any provision or part-provision of the Contract is deemed deleted under clause 28.1 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.
29.1 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.
29.2 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.
29.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
29.4 Nothing in this clause shall limit or exclude any liability for fraud.
30.1 The Customer shall not, without the prior written consent of QCS, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
30.2 QCS may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
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.