Terms and Conditions of Agreement

Important: You should read all of these Terms and Conditions supplied under this Agreement to check that you agree to them before making any booking or purchasing any software , hardware or services from CPiO Limited. By continuing with your order, you agree to the Terms set out below.

 

1.General

1.1 Definitions

‘CPiO ’- CPiO Limited (Company Registration Number 02488682) otherwise identified as ‘us’, ‘we’, ‘our’, ‘CPiO’.

‘Customer’ or ‘you’, or ‘your’ is the individual, partnership, company or other organisation named in the Proposal.

‘Third party’ is any organisation other than CPiO or the Customer.

‘All Parties’ is ‘CPiO Limited’ and ‘Customer’ unless otherwise stated.

The ‘Agreement’ or ‘Contract’ is between CPiO Limited and the Customer.

’Data’ is any information of whatever nature that is provided by you to us, is accessed by us on your authority or is received by us on your behalf, for the supply of Services and shall include personal data.

‘Data Protection Legislation’ refers to The Data Protection Act 2018, applicable in the UK.

‘Deliverables’ are all documents and materials developed by us in the provision of the Services, including, but not limited to, computer code, data, reports, documentation including transcripts and specifications but excluding any Third-Party software deliverables.

‘Fees’ are those fees payable by you to us as set out in the Proposal and payable in accordance with these Terms and Conditions.

‘Intellectual Property Rights’ or ‘IPR’ or ‘IP’ includes all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights of a similar nature (whether registered or unregistered) anywhere in the world.

‘Proposal’ refers to the proposal, quotation, System Supply Agreement or Statement of Work supplied to you by us or annexed to these Terms detailing information relevant to this Agreement.

‘Project’ is the collection of services required pursuant of this Agreement.

‘Services’ refers to the services to be performed for you as set out in the Proposal or such additional services that we agree (in writing or verbally) to perform for you under this Agreement from time to time.

‘Software’ is the business software to be supplied pursuant to the Agreement as set out in the Proposal.

‘Software Licence Agreement’ is the Software Licence Agreement for the Software (which shall also apply to any modifications or enhancements to the Software made pursuant to the Agreement) or as otherwise agreed to be supplied by us pursuant to the Agreement.

‘Subscription Software Services’ is the provision of Software as a Service or via a Subscription licence.

‘Support’ is CPiO Hotline Support unless otherwise stated by us pursuant to the Agreement.

‘Terms’ relates to the Terms and Conditions under which the Agreement is made.

‘Third Party Software is any Third-Party Software to be supplied by us pursuant to this Agreement as set out in the Proposal (or as otherwise agreed to be supplied by us pursuant to the Agreement).

1.2 Interpretations

1.2.1 Unless the context otherwise requires, references to statutory provisions include those statutory provisions as amended or re-enacted.

1.2.2 Words in the singular include the plural and, in the plural, include the singular.

1.2.3 In the case of conflict or ambiguity between these Terms, the Software Licence Agreement takes precedence followed by the System Supply Agreement or Statement of Work, the Proposal or any documentation annexed to the Proposal.

1.2.4 References to ‘including’ shall mean (unless the context expressly states) ‘without limit’.

1.2.5 References to ‘in writing’ includes via email.

1.2.6 We reserve the right to review or amend these Terms and the Agreement at any time. A revised copy of these Terms will be published here or you can request a copy in writing.

1.2.7 All Parties agree that, in the event that one or more of the provisions of these Terms is found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of this Agreement. The Agreement shall be valid and enforceable up to the date of severance.

1.2.8 All Parties agree that if either of us fail to enforce any breach of these Terms, it will not constitute acceptance of the breach or forfeit the right to subsequently enforce any part or parts of this Agreement be it past, present or future.

1.2.9 Nothing in the Terms shall create, or be deemed to create, a partnership, the relationship of principal and agent, or of employer and employee between us.

1.2.10 These Terms shall be governed exclusively by the laws and courts of England and Wales.

 

2. Software and Services

2.1 General

2.1.1 Subject to you paying the Fees and complying with your obligations under the Agreement, we will provide the Services.

2.1.2 You acknowledge that the provision of the Services is subject to any limitations or customer requirements contained in the Proposal (for example any system or other equipment specifications) or as outlined in any scope of Deliverables.

2.1.3 You will fully co-operate with us and make available to us, without charge, any reasonable information or facilities requested by us to enable us to fulfil our obligations under this Agreement.

2.1.4 You confirm that you will comply with all relevant laws and that you have and will maintain all necessary permissions and licences to enable us to properly perform the Services for you.

2.2 Fees

2.2.1 Services may be defined, as laid out in the Proposal, as being charged in days or hours.

2.2.2 A day is defined as seven hours; this does not include breaks. A half day is defined as three and a half hours; this does not include breaks and will be performed within a normal working day between 9am and 5.30pm Monday to Friday, excluding public holidays

2.2.3 Provision of Services outside of a normal working day is classed as out of hours and attracts an exceptional Fee, as laid out in the Proposal.

2.2.4 All Services carry an additional 10% of the time added for project management. In Services totalling five days or more, 20% of the time will be added for project management.

2.2.5 Hourly or fixed priced services incur project management charges upfront.

2.2.6 Services charged on an hourly or day rate will be invoiced as consumed. This includes any additional Services not included in the original Proposal.

2.2.7 Payment for Services is due thirty days after the date of invoice regardless of the current status of the Project unless otherwise stated by us in writing in advance.

2.2.8 Any invoice disputes must be raised in writing to accounts@cpio.co.uk within seven days of receiving the invoice. Otherwise, the invoice is deemed as accepted.

2.2.9 If you have raised an invoice dispute with our team and they have responded in writing, you have two working days to respond before the dispute is deemed closed and the invoice becomes payable.

2.2.10 Fees for perpetual software and your first year of software support are due immediately. No software will be ordered from the Third-Party Software supplier or installed by CPiO until payment has cleared.

2.2.11 Fees for subscription services, including software licencing, Services and Support, are payable one month in advance or annually in advance as laid out in the Proposal.

2.2.12 For monthly Subscription Software Services and Support a deposit equivalent to one month’s Fee is required. This must be received prior to any Services starting or orders being placed with a Third Party. On termination of this Agreement, this deposit will be applied against any outstanding Fees.

2.2.13 Payment method is by bank transfer.

2.2.14 Projects charged at a fixed Fee require 60% of the total quoted paid prior to starting the work if a set price is agreed. The remaining 40% is due on completion of the Project.

2.2.15 Completion will be deemed to have been achieved once Project sign off has been received or if no issues have been identified for two weeks after the handover of a Project into Support, whichever comes first.

2.2.16 Completion, where identified as a Change Request, will be deemed to have been achieved once you have completed testing or within 30 days of receiving the Software for testing, whichever comes sooner.

2.2.17 Where the Fees of a Project are unable to be determined fully upfront, CPiO may offer the option of scoping in detail prior to issuing a Proposal. The Fees of both conducting and writing up this scope will be payable and will be discussed in advance. Should you choose not to proceed with the Project, these Fees are still payable.

2.3 Expenses

2.3.1 Travel and accommodation Fees are charged at cost and attract an administration cost of 10%. This may include (but is not limited to) train fares, airfares, hotel accommodation and subsistence costs.

2.3.2 Mileage is charged at the maximum rate as defined by HMRC at the time of delivery.

2.3.3 Third Party Fees are charged at cost and subject to the prevailing Terms of that Third Party.

2.4 Service cancellations and deferments

2.4.1 A day is considered booked if we have confirmed a specific date via email, verbally, as part of an agreed Project plan and;

2.4.1.1 either you have confirmed in writing or verbally that you would like to confirm the date or;

2.4.1.2 within 48 hours we have not been asked to provide alternatives.

2.4.2 For all scheduled days, unless otherwise advised by us to you in writing, if you wish to cancel delivery of the Services (or any part of them), you must inform us via email at projects@cpio.co.uk.

2.4.3 The following Fees will apply if we receive a cancellation or deferment request:

2.4.3.1 Within ten working days of the scheduled date will incur all booked travel and accommodation Fees.

2.4.3.2 Within five working days will incur a 50% charge of the agreed Service Fees and all Fees of travel and accommodation.

2.4.3.3 Within 48 hours will incur 100% charge of the agreed Service rates and all travel and accommodation Fees.

2.4.4 If we are prevented or otherwise delayed in performing the Services as a result of your (or your contractors’ or representatives’) acts or omission you agree to pay to us any Fees and other reasonable Expenses that we incur as a result of such act or omission.

 

2.5 Warranties and Limitation of Liability

2.5.1 All warranties are excluded to the fullest extent permitted by law, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality or fitness for purpose.

2.5.2 CPiO is not in any way liable or responsible for selecting, configuring, advising in connection with the selection of, procuring, delivering or paying for, or for the performance or non-performance of the Content, the Customer Deliverables or any other Services;

2.5.3 Save as may be expressly provided in this Agreement, CPiO is not in any way liable or responsible for selecting, configuring, advising in connection with the selection of, procuring, delivering or paying for, or for the performance or non-performance of, any Third Party Hardware, Software and/or Services (or any part thereof) or for any unavailability or non-performance of the Services caused by a third party.

2.5.4 CPiO is not in any way liable or responsible for any loss or damage to any of the Content, Customer Deliverables or any other Data, information or documents during transportation, whether by courier at the request and arrangement of CPiO or otherwise.

2.5.5 CPiO’s total liability, whether in contract, tort (including negligence) or otherwise in connection with the Services, shall in no circumstances exceed 50% of any Fees paid by you to us up to such time as the liability arose.

2.5.6 These exclusions apply to the fullest extent permissible by law, but we do not exclude liability for death or personal injury caused by our negligence or our officers, employees, contractors or agents’ fraudulent misrepresentation (data protection) or any other liability which may not be excluded by law.

2.5.7 Neither Party may bring an action against the other under or in connection with this Agreement more than 12 months after that Party became aware of the cause of action or event giving rise to the claim.

2.5.8 You acknowledge that in providing these conditions we advise you that you should explore the availability of insurance for any liability which we exclude or limit under this Agreement.

2.5.9 We will have no liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, which fall within the following categories:

2.5.9.1 Special damage even though we were aware of the circumstances in which such special damage could arise.

2.5.9.2 Loss of profit and/or anticipated profit; loss of revenue, contract and/or business; loss of savings and/or anticipated savings; business interruption; depletion of goodwill and/or similar losses; loss or corruption of data; or pure economic loss, costs, damages, charges or expenses.

2.6 Commencement and Termination

2.6.1 The Agreement shall commence on the date set out in the Proposal or such other date as agreed in writing.

2.6.2 Subject to a material breach, the Agreement will auto renew and will terminate upon:

2.6.2.1 Completion of the delivery of the Services or;

2.6.2.2 As indicated in the System Supply Agreement or;

2.6.2.3 As indicated in clause 2.6.3.

2.6.3 Either Party may terminate this Agreement by giving no less than 90 days of notice in writing prior to the Contract or Agreement renewal date.

2.6.4 In the case of conflict or ambiguity between the Terms set out in 2.6, clause 2.6.3 shall take precedence.

2.6.4 We may terminate the Agreement at any time on written notice to you if you:

2.6.4.1 Fail to pay any Fees by the due date;

2.6.4.2 Are in material breach of any of the Terms of this Agreement and either that breach is incapable of remedy, or you fail to remedy that breach within 30 days of receiving written notice requiring you to remedy that breach;

2.6.4.3 Are unable to pay your debts, become insolvent, are subject to an order or a resolution for your liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), have an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of your assets, enter into or proposes any composition or arrangement with your creditors generally, or are subject to any analogous event or proceeding in any applicable jurisdiction;

2.6.4.4 Sell all of your assets or are merged or re-organised in circumstances where you are not the surviving entity.

2.6.5 Termination by us in accordance with our rights is without prejudice to any other of our rights or remedies accrued prior to termination.

2.6.6 On termination, all rights granted to you under the Agreement and any Software licence granted under this Agreement shall immediately cease.

2.6.7 You will immediately destroy or return to us (at our option) all copies of the Software and any Deliverables in your possession or control and, in the case of destruction, certify to us that you have done so.

2.6.8 On termination, for any reason, you will immediately pay any Fees due to us under the Agreement.

2.6.9 CPiO may terminate, restrict or suspend (at CPiO’s discretion) this Agreement immediately if its Third-Party Providers terminate any agreement with CPiO or restrict its ability to provide the Service or if it is required to do so by law.

2.7 Post Termination

2.7.1 On termination of this Agreement, however caused, the Customer will cease to use any Deliverables subject to this contract unless agreed otherwise in writing.

2.7.2 On termination of this Agreement, however caused, the Customer will cease to use any third-party software related to this contract if outstanding amounts have not been paid in full.

2.7.3 Upon termination or expiration of the Agreement (for whatever reason):

2.7.3.1 CPiO shall provide to the Customer, or to any Third Party appointed by the Customer to provide replacement Services, such reasonable assistance as may be required by the Customer or by such Third Party for the establishment and provision of replacement Services, including (but not by way of limitation) assistance in transferring the Customer Deliverables and Content and related documentation and knowledge.

2.7.3.2 CPiO will be entitled to charge additional Fees for the provision of such assistance.

2.7.4 Notwithstanding the previous clause, we will be entitled to refuse to provide any assistance if we believe that the Customer is in breach of this Agreement.

2.7.5 We may (but shall not be obliged) to retain a copy of the Content and Deliverables (in whole or part). We shall be entitled to delete such Content and Deliverables without notification to the Customer.

2.7.6 Termination of this Agreement, however caused, shall not affect the rights of either Party under this Agreement which may have accrued up to the date of termination.

 

3. Data

3.1 Data processing

3.1.1 In performing this Agreement, the Parties each agree to comply with their respective obligations under the prevailing Data Protection Laws and any subordinate legislation, amendment or re-enactment.

3.1.2 During the course of providing the Services, we may process personal data regarding individuals whose details have been made available to us by you (whether directly or indirectly).

3.1.3 We agree that, to the extent we process any personal Data on your behalf, we will act as your data processor and will act only on your instructions (and by performing our obligations under this Agreement, we will be deemed to be acting on your instructions).

3.1.4 You agree that, where you transfer Data to us, or request a Service which requires us to process Data on your behalf it is your responsibility to ensure that the Data is in order once it is returned or following the provision of the Services; and

3.1.4.1 It is your responsibility to make a backup or copy of any Data you transfer to us under this agreement;

3.1.4.2 And any reliance on the returned Data shall be at your own discretion and risk.

3.2 Data protection

3.2.1 Under the Agreement ’personal data’, ’data subject’, ‘data controller’, ‘data processor’, and ‘personal data breach’ shall have the meaning defined in The Data Protection Act 2018.

3.2.2 All Parties shall comply with all applicable data protection requirements set out in the Data Protection Act 2018 or prevailing territorial legislation. The Agreement shall not relieve either Party of any obligations set out in the Data Protection Act 2018 and does not remove or replace any of those obligations.

3.2.3 For the purposes of Data Protection and for the Agreement you are the Data Controller and we are the Data Processor.

3.2.4 The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing shall be limited to that required to discharge the Agreement.

3.2.5 The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in these Terms and the Agreement.

3.2.6 The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under these Terms and the Agreement:

3.2.6.1 Process the personal data only on the instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law.

3.2.6.2 Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal Data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken shall be agreed between the Data Controller and the Data Processor.

3.2.6.3 Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal Data confidential.

3.2.7 The Data Processor shall not transfer any personal Data outside of the European Economic Area without the prior written consent of the Data Controller and only if the following conditions are satisfied:

3.2.7.1 The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal Data;

3.2.7.2 Affected Data subjects have enforceable rights and effective legal remedies;

3.2.7.3 The Data Processor complies with its obligations under the Data Protection Act, providing an adequate level of protection to any and all personal Data so transferred; and

3.2.7.4 The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.

3.2.8 The Data Processor agrees to assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from Data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);

3.2.8.1 Notify the Data Controller without undue delay of a personal data breach.

3.2.8.2 On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal Data and any and all copies thereof to the Data Controller on termination of the Agreement unless it is required to retain any of the personal Data by law; and

3.2.8.3 Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with the terms and conditions.

3.2.9 The Data Processor shall not sub-contract any of its obligations to a sub-processor with respect to the processing of personal Data under these Terms and this Agreement without the prior written consent of the Data Controller (such consent not to be unreasonably withheld).

3.2.10 In the event that the Data Processor appoints a sub-processor, the Data Processor shall:

3.2.10.1 Enter into a written agreement with the sub-processor, which shall impose upon the sub- processor the same obligations as are imposed upon the Data Processor by these Terms and the Agreement and which shall permit both the Data Processor and the Data Controller to enforce those obligations; and

3.2.10.2 Ensure that the sub-processor complies fully with its obligations under that agreement and the Data Protection Act.

3.2.11 Either Party may, at any time, and on at least one month’s notice, alter the Data Protection provisions of the Agreement, replacing them with any applicable Data processing clauses or similar Terms that form part of an applicable certification scheme. Such Terms shall apply and replace these provisions by attachment to the Agreement.

3.3 Proprietary rights of the Customer

3.3.1 You will not acquire any IPR or other proprietary rights in the System or in any copies or adaptations of the same.

3.3.2 You agree not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the System or which is visible during its operation.

3.3.3 You will notify us immediately if you become aware of any unauthorised access to, use or copying of any part of the System by any person or organisation.

3.3.4 You will permit us to check your use of the System at all reasonable times. We may upon reasonable notice send our representatives to any of your premises to verify compliance with this Agreement and you irrevocably consent to CPiO representatives entering such premises for this purpose.

3.3.5 We shall own all IPR created, made and developed under or in connection with this Agreement by us including, all rights, title and interest in any ideas, concepts, know-how, techniques, code, materials, documentation and other work product (on whatever media).

 

4. Customer Obligations and Acknowledgements

4.1 You will pay the Fees and any additional Fees incurred by CPiO relating to pursuance of this Agreement.

4.2 You will inform of us of any changes to registered company names, designated contacts within the organisation and or changes to your company group or entity structure within 30 days of the change being made.

4.3 You will deliver the Customer Deliverables to us by the applicable due date in such format and on such media as we may reasonably stipulate.

4.4 You will report all faults in respect of the System, Software or Service as soon as reasonably possible upon becoming aware of them to the correct CPiO contact.

4.5 You will appoint a person to be the Customer contact for all matters relating to this Agreement or Services and ensure that such person has both the necessary expertise to deal with enquiries raised by CPiO and the necessary authority to make decisions relating to this Agreement.

4.6 You will provide, at your cost, all telecommunication services, computers and other equipment or Services necessary to enable it to fully and properly access the System and fulfil this Agreement.

4.7 You’ll comply with all the rules and regulations in a timely manner with obligations contained herein and ensure that all users of the System have been informed of and have agreed to adhere to the requirements of this Agreement.

4.8 You will be responsible for the security of any passwords and/or login credentials. Any actions taken using such password and/or login credentials shall be assumed to be fully authorised by the Customer.

4.9 You will accept that we do not guarantee that the Services or Software will be compatible with all makes, models and features of printers, scanners and other peripherals.

4.10 Whilst we expect you to take all reasonable endeavours to keep the Customer Deliverables secure, you accept that risk in all Customer Deliverables shall remain with you at all times, including during any necessary transportation of the Customer Deliverables. You are responsible for ensuring that all Customer Deliverables are insured, and that appropriate copies and backups have been taken and retained before sending to CPiO.

4.11 CPiO’s ability to perform our obligations under this Agreement is dependent upon your full and timely co-operation with us, as well as the accuracy and completeness of the Customer Deliverables or any information and data you or your agents, subcontractors or representatives provide to us.

4.12 Where there is a conflict between any Terms set by you, the Customer, and CPiO’s Terms, these Terms shall prevail.

4.13 You will, without limitation, provide us with access to, and use of, the Content and the Customer Deliverables and all information, Data, documentation, computer time, facilities and personnel deemed necessary by us to enable us to perform our obligations under the Agreement.

4.14 Upon being requested by us to do so at any time, you will provide any test data or other information and/or assistance reasonably requested by us from time to time.

4.15 You acknowledge and accept that should it transpire that you don’t have appropriate licences for the use of Software you have sourced then we shall be entitled to levy additional fees (including without limit and additional licence fees) for the sourcing, installation and configuration of any additional Software required.

4.16 In the event that any fault should arise with the Customer Deliverables, CPiO shall notify you in writing. Subject to your consent, we will, if agreed, carry out repair and/or replacement work on the Customer Deliverables provided that we can levy additional Fees for such work. For the avoidance of doubt, CPiO shall not be liable for any delay and/or losses arising from any fault with the Customer Deliverables nor will it be taken into account in calculating availability of CPiO Service resource.

 

5. Confidentiality

5.1 Subject to the following, each Party will keep all confidential or sensitive information and not use it except for the purpose of exercising or performing its rights and obligations under this Agreement.

5.2 Each Party may disclose confidential information to its employees, officers, professional representatives or advisers, sub-contractors and agents, provided that they:

5.2.1 Need to know it for the purpose of exercising or performing that Party’s rights and obligations under this Agreement or;

5.2.2 Have been informed of the confidential nature of the information divulged and agree to act in compliance with the confidentiality requirements of this Agreement.

5.3 These provisions shall not apply to information which is already public knowledge or becomes so at a future date (other than by breach of the Agreement) or which either Party is required to disclose by law.

5.4 You will (otherwise than as permitted by law) not make or permit others to make any copies of the Documentation without our prior written consent; and

5.4.1 Will maintain adequate security measures to safeguard the Documentation from unauthorised access use or copying.

 

6. General

6.1 If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

6.2 You have no right to assign or to otherwise transfer the Agreement or any of your rights or obligations under this Agreement without our prior written consent. We may assign or otherwise transfer this Agreement or any of our rights or obligations under this Agreement at any time.

6.3 No Party shall be liable to the other for any delay or non-performance of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion.

6.4 Any amendment or variation to the Agreement or the Services shall not be binding unless agreed between the Parties in writing.

6.5 Any notice required to be given under this Agreement, shall be in writing and shall be sent by prepaid first-class post or email, to each Party required to receive the notice at the address for that Party contained in the Proposal or as otherwise specified by the relevant Party by notice in writing to the other Party.

6.6 Any notice shall be deemed to have been duly received if sent by either:

6.6.1 Pre-paid first-class post or recorded delivery, 72 hours after posting;

6.6.2 By email on actual receipt by the recipient Party.

6.7 These Terms, the Proposal and any other documents annexed as appendices to the Proposal contain the entire agreement between the Parties relating to the provision of the Services and supersede all prior Agreements, arrangements and understandings between the parties relating to the Services and you agree that, in entering into the Agreement, you did not rely on any representations of any kind relating to the Services other than those expressly set out in the Agreement.

6.8 A person who is not a party to this Agreement shall not have any rights under or in connection with it.

6.9 Both Parties agree that the courts of England will be the only courts that can decide on legal disputes or claims about this Agreement.

6.10 Neither party will be liable for any delay in performing or failure to perform any of its obligations (other than a payment obligation) under this Agreement due to any cause outside its reasonable control. Such delay or failure will not constitute a breach of this Agreement and the time for performance of the affected obligation will be extended by such period as is reasonable.

6.11 You are solely responsible for ensuring you have adequate insurance, including cover to protect against, without limitation, damage, loss or corruption of Customer Deliverables and business interruption.

6.12 You may not assign, loan, lease or otherwise transfer your rights or obligations without the prior written consent of CPiO (such consent not to be unreasonably withheld or delayed).

6.13 CPiO may in its sole discretion at any time assign, novate, sub-contract any or all of its rights and/or obligations under this Agreement to any Third Party.

 

7. Force Majeure

7.1 Neither Party shall be liable for breaching the Terms (other than an obligation to pay fees) where that breach results from Force Majeure.

7.2 Force Majeure refers to any event that is beyond the reasonable control of the Parties and includes, but is not limited to: power failure, internet service provider failure, industrial action, civil unrest, theft, fire, flood, storms, earthquakes, acts of terrorism, acts of war, pandemic, governmental action or any other event that is beyond the control of the Party in question.