Terms of business

All communications, professional services and/or associated consultation commissioned by the Customer or a prospective customer of the Supplier are governed by the terms of this Contract. By engaging the Supplier in respect of the provision of the Services or in relation to any of the aforementioned items, you are hereby agreeing to the terms of this Contract.

1 INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:

“Business Day” a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

“Charges” the charges payable by the Customer for the supply of the Services in accordance with condition 5.

“Commencement Date” has the meaning set out in condition 2.2.

“Comments” has the meaning set out in condition 6.3.

“Conditions” these terms and conditions as amended from time to time in accordance with condition 12.8.

“Contract” the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

“Customer” the person, firm or higher education institution who purchases the Services from the Supplier.

“Customer Data” has the meaning set out in condition 6.1.

“Customer Materials” has the meaning set out in condition 4.1.7.

“Data Protection Requirements”

the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner, and the equivalent of any of the foregoing in any relevant jurisdiction.

“Database” has the meaning set out in condition 6.2.

“Deliverables” the deliverables set out in the Order produced by the Supplier for the Customer in respect of the Project and the Services to be supplied by the Supplier to the Customer including the creation of the Database.
“Direct Debit Agreement Form” has the meaning set out in condition 5.9.

“Intellectual Property Rights” all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Order” the Customer’s order for Services as set out in the Customer’s purchase order form, or the Customer’s written acceptance of a quotation by the Supplier, or the Direct Debit Agreement Form, as the case may be.

“Permitted Purpose” has the meaning set out in condition 6.5.1.1.

“Project” the project of inputting, accepting, handling and managing student admissions into the Customer’s relevant higher education institution for which the Services of the Supplier are required to be provided to the Customer on the terms and subject to the conditions set out in this Contract.

“Services” the services, including the Deliverables, to be supplied by the Supplier to the Customer as set out in the Specification.

“Specification” together the Order and this Contract.

“Supplier” Centurus Limited registered in England and Wales with company number 07577513 whose registered office address is at First Floor, Telecom House, 125-135 Preston Road, Brighton, BN1 6AF which may also trade under the following names: Centurus, centurus.co.uk, Centurus ONE, centurusone.co.uk or centurusone.com.

“Supplier Materials” has the meaning set out in condition 4.1.6.

“Work” has the meaning set out in condition 7.1.

1.2 Construction. In these Conditions, the following rules apply:

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

1.2.2 a reference to a party includes its successors or permitted assigns;

1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.5 a reference to writing or written includes faxes but for the avoidance of doubt does not include emails.

2 BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (“Commencement Date”).

2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
3 SUPPLY OF SERVICES

3.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.

3.2 The Supplier shall use all reasonable endeavours to meet any interim or final performance milestone dates specified in the Specification relating to key dates or events associated with the development and delivery of the Customer’s Project, but any such dates shall be estimates indicative of average turnaround and expected completion times only, are subject to change without prior approval and time shall not be of the essence for performance of the Services.

3.3 The Specification shall also incorporate any third party or subsidiary supplied milestone dates or schedules where the Supplier is acting as an intermediary or where such third party’s or subsidiary’s involvement in the Project has an effect on the delivery of the Services.

3.4 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

4 CUSTOMER’S OBLIGATIONS

4.1 The Customer acknowledges that the Supplier’s ability to provide the Services is dependent upon the full and timely co-operation of the Customer (which the Customer agrees to provide), as well as the accuracy and completeness of any information and data the Customer provides to the Supplier. Accordingly, the Customer shall:

4.1.1 ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;

4.1.2 co-operate with the Supplier in all matters relating to the Services;

4.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;

4.1.4 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

4.1.5 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;

4.1.6 keep and maintain all materials, equipment, documents and other property of the Supplier (“Supplier Materials”) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and

4.1.7 ensure in relation to the Customer’s use of the Works:

4.1.7.1 that the details of ownership of all Intellectual Property Rights, licences and/or approval of all third party owners or licensors of Intellectual Property Rights in connection with any and all material(s), equipment, documents and other property supplied by the Customer to the Supplier to be used by the Supplier in relation to the Works including for the avoidance of doubt the Customer Data (the “Customer Materials”) has been obtained or provided, is complete and accurate, and that the Customer is permitted to supply such Customer Materials and the Supplier is entitled and permitted to use such Customer Materials for the purposes of the provision of the Services by the Supplier;

4.1.7.2 the Customer Materials do not infringe any third party Intellectual Property Rights or other rights or any limitations on the reproducibility of such Customer Materials;

4.1.7.3 all usage of the Works complies with all laws and regulations within the United Kingdom and in any country in which the Works are reproduced and/or used.

4.2 The Customer shall be responsible for the accuracy and completeness of the Customer Data.

4.3 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
4.3.1 the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

4.3.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this condition 4.3; and

4.3.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

4.4 The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of 6 months after completion of the Services, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Supplier.

5 CHARGES AND PAYMENT

5.1 The Charges for the provision of the Services shall comprise:

5.1.1 a fixed monthly service fee; and

5.1.2 an application processing fee for each student application on the Customer’s account or the Database that subsequently enrols or attends at the Customer’s higher education institution,
in each case on the terms set out in the Specification.

5.2 There will be a separate fixed monthly fee payable by the Customer in addition to the Charges detailed in condition

5.1 (which for the avoidance of doubt will form part of the Charges if applicable) where the Customer agrees to engage the Supplier to provide the Centurus-One Agency Connect module to the Customer as part of the Services, on the terms set out in the Specification (as appropriate).

5.3 The Charges, comprising all direct costs associated with the supply of the Services, will be outlined by the Supplier in writing to the Customer prior to the Customer’s acceptance of these Conditions and prior to the Supplier’s commencement of the provision of the Services.

5.4 The Charges may also include bought-in, indirect or third party services or product costs which are supplementary to the Services and which will be specified in writing by the Supplier to the Customer in accordance with condition 5.2 wherever possible.

5.5 The Supplier reserves the right to charge additional fees for any subcontracted or incidental goods or services used in connection with the Project and the provision of the Services, including any additional or unforeseen third party costs which fall outside the scope of the Specification and/or any estimate or quote of Charges provided by the Supplier to the Customer and which are not otherwise documented in this Contract.

5.6 For the avoidance of doubt, it is acknowledged and agreed by the Customer that the final cost of and Charges payable by the Customer to the Supplier in respect of the Project and the provision of the Services may exceed the estimate or quotation of Charges provided by the Supplier including (but not limited to) where:

5.6.1 circumstances which are beyond the Supplier’s control;

5.6.2 changes made by the Customer in respect of the Project that are substantially different to the terms and conditions set out in the Order and/or require additional and/or different services to be provided by the Supplier to the Customer to those set out in the Specification;

5.6.3 any unanticipated increase(s) in overheads, expenses or exchange rates; or

5.6.4 any delay or disruption to the Project or the milestone dates.

5.7 Subject to condition 5.8, the Supplier shall invoice the Customer on a monthly basis in respect of the Services provided.

5.8 If the Project is delayed, cancelled or substantially changed, the Supplier reserves the right to invoice for payment in full for any and all work undertaken in respect of the Project, the provision of the Services, goods or services that have been ordered and/or delivered, fees and any other expenses associated with the Project.

5.9 The Customer covenants and undertakes to the Supplier that it shall complete the relevant details and enter into a direct debit agreement form (the “Direct Debit Agreement Form”) on or around the Commencement Date directing payment to be made by its bank in favour of the Supplier in respect of Charges payable pursuant to the terms of this Contract.

5.10 Payment in respect of the Charges shall be made by the Customer on a monthly basis in accordance with the terms of the Direct Debit Agreement Form and in relation to each invoice submitted by the Supplier.

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

5.12 Without limiting any other right or remedy of the Supplier, if the Customer cancels the Direct Debit Agreement Form, or fails to make or prevents any payment due to the Supplier under the Contract on or by the due date for payment (“Due Date”), the Supplier shall have the right to levy additional charges on the Customer in respect of the amount outstanding, including the right to charge interest on the overdue amount at the rate of 8.5% per annum accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

5.13 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

6 CUSTOMER DATA

6.1 The Customer shall own all right, title and interest in and to all of the personal data and information in respect of the students that have applied to attend and study at the Customer’s institute of higher education (the “Customer Data”) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

6.2 The Customer shall be responsible for carry out its own back up procedures in respect of the Customer Data and the database created in respect of the Project (the “Database”). The Supplier shall have no liability or responsibility in respect of any loss, destruction or damage to Customer Data and/or the Database, and the Supplier shall have no liability or responsibility to restore the lost or damaged Customer Data and/or the Database. The Supplier 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 the Supplier to perform services related to Customer Data and/or the Database maintenance and back-up).

6.3 Any comments, notes, communications or other messages (“Comments”) made by the Customer or any agent, employee or officer of the Customer or person authorised on behalf of the Customer or who has authority to alter, amend, input, or otherwise has access to, the Database, which such Comments are or are intended to be publicly available, visible or displayed in or on the Database should in all instances be supported with factual information, documentation and/or events. The Customer covenants and undertakes to the Supplier that it will comply with and shall procure that any agent, employee, officer or other such person with access to the Database shall comply with the provisions of this condition 6.3 at all times and in all respects.

6.4 The Supplier shall have no liability or responsibility whatsoever (howsoever arising) in respect of any Comments (whether publicly available and/or visible on the Database or not) and the author of any and all such Comments and/or the Customer shall assume all liability and responsibility in respect thereof. The Customer shall in any event indemnify the Supplier and its employees and agents, and keep the Supplier and its employees and agents indemnified, in respect of any costs, liabilities or claims of whatever nature howsoever arising in respect of any and all such Comments.

6.5 The Supplier shall use its reasonable endeavours to minimise any breach of confidentiality in respect of Customer Data and/or the Database during the provision of the Services.

6.6 Where the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this Contract, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:

6.6.1 the Customer shall ensure that the Customer is entitled to transfer the relevant Customer Data to the Supplier so that the Supplier may lawfully use, process and transfer the Customer Data in accordance with this Contract on the Customer’s behalf;

6.6.2 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

6.6.3 the Supplier shall process the Customer Data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and

6.6.4 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Customer Data or its accidental loss, destruction or damage.

6.7 The Customer warrants that:

6.7.1 all relevant data subjects whose personal data it has supplied to the Supplier in connection with this Contract and the Customer Data have given their informed consent for the Supplier to:

6.7.1.1 process the Customer Data for the purpose of the Project and the Services to be provided by the Supplier (the “Permitted Purpose”);

6.7.1.2 disclose any Customer Data in response to any subject access request relating to this Contract; and

6.7.1.3 retain the Customer Data for as long as is necessary for the Permitted Purpose; and

6.7.2 it is registered with all relevant data protection authorities to process all Customer Data for the Permitted Purpose.

6.8 The Customer shall indemnify the Supplier for any cost, claim or expense arising as a result of the Customer:

6.8.1 breaching any of the Data Protection Requirements; or

6.8.2 causing the Supplier to be in breach of any of the Data Protection Requirements.

7 INTELLECTUAL PROPERTY RIGHTS

7.1 All information, communications, services, work and Intellectual Property Rights in or arising out of or produced in connection with the Services (the “Work”) shall belong to and be owned by the Supplier only.

7.2 Following completion of the Project and payment by the Customer of all outstanding invoices of the Supplier, the Supplier will grant the Customer a free of charge, non-exclusive worldwide licence to use the Work solely for the purposes for which such Work was created and intended, and as specified in the Specification to enable the Customer to make reasonable use of the Deliverables and the Services as is envisaged by the parties. If the Supplier terminates the Contract under condition 10, this licence will automatically terminate

7.3 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.

7.4 All Supplier Materials are the exclusive property of the Supplier.

7.5 Subject to condition 7.8, the Customer undertakes and covenants with the Supplier that it will not make, and will not permit or allow to be made and will prevent any third party acting on behalf of the Customer from making, any amendments or changes to the artwork comprised in the Works save with the prior written approval of the Supplier.

7.6 Unless otherwise stated or agreed in writing by the Supplier, any amendments or changes to be made to the artwork comprised in the Works pursuant to condition 7.7 shall only be made under the direct supervision of the Supplier and with the prior written approval of the Supplier.

7.7 The Supplier shall be entitled to charge the Customer in respect of its time spent in relation to those matters detailed at conditions 7.5 and 7.6, on an hourly rate time spent basis in accordance with its current hourly rates as set out in the Specification or as notified by the Supplier from time to time.

8 CONFIDENTIALITY

8.1 Subject to condition 8.2, a party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This condition 8 shall survive termination of the Contract.

8.2 The Supplier is entitled and authorised by the Customer to discuss, disclose and modify all information, data and documentation provided by the Customer to the Supplier in order to, inter alia, assist the Suppler in providing an estimate or quotation detailing and completing the Specification, the provision of the Services, the development and completion of the Project.

8.3 All information, data and/or documentation provided by the Customer is supplied at the Customer’s sole risk, and the Supplier shall not be held responsible or liable in relation to the loss, misplacement or disclosure of any information data and/or documentation supplied by the Customer, and/or any losses, liabilities claims or costs arising therefrom or in respect thereof.

9 LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION

9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

9.1.2 fraud or fraudulent misrepresentation; or

9.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.2 Subject to condition 9.1:

9.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

9.2.2 the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid by the Customer for the Services.

9.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

9.4 This condition 9 shall survive termination of the Contract.

10 TERMINATION

10.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

10.1.1 the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of that party being notified in writing of the breach;

10.1.2 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;

10.1.3 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;

10.1.4 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;

10.1.5 the other party is the subject of a bankruptcy petition or order;

10.1.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 10 Business Days;

10.1.7 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;

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

10.1.9 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;

10.1.10 any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in conditions 10.1.2 to 10.1.9 (inclusive); or

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

10.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

10.3 Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party 3 months’ written notice.

10.4 Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in conditions 10.1.2 to 10.1.11 (inclusive), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

11 CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

11.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice for all such Services, Works, expenses, fees, Charges and associated costs in connection with the Project, which shall be payable by the Customer immediately on receipt;

11.2 the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

11.3 any licences or permissions from the Supplier to use the Works, the Supplier Materials and/or any Intellectual Property Rights of the Supplier granted pursuant to the terms and subject to the conditions set out in the Contract shall immediately cease and determine and the Customer shall, and shall procure that any third parties, immediately cease using and return to the Supplier upon request the Works, Supplier Materials and/or any Intellectual Property Rights of the Supplier;

11.4 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

11.5 conditions which expressly or by implication have effect after termination shall continue in full force and effect.

12 GENERAL

12.1 Force majeure:

12.1.1 For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport 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 subcontractors.

12.1.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

12.1.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 6 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

12.2 Assignment and subcontracting:

12.2.1 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

12.2.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

12.3 Notices:

12.3.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office or its principal place of business, or sent by fax to the other party’s main fax number.

12.3.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

12.3.3 This condition 12.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this condition, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

12.4 Waiver:

12.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

12.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

12.5 Severance:

12.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

12.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

12.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

12.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

12.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Supplier.

12.9 Status of this Contract: this Contract is a legally and binding agreement. You should read it carefully and make sure that they contain everything that you want and nothing that you are not prepared to agree to.

12.10 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

13 FEES

13.1 Agents using the basic version of Centurus will not be charged

13.2 Agents using the premium version will be charged at the specified rate on the quotation/ email correspondence

13.3 Institutions using Centurus will be charged at the specified rate on the quotation/ email correspondence