TERMS AND CONDITIONS

Definitions

Application of these conditions

These Conditions apply to and form part of the Contract between you (the “Client”) and Time Stretchers. No other terms and conditions will apply.

No changes will be made to these Conditions or to an Order or to the Contract unless agreed and signed by the parties.

Each Order by you shall be an offer to purchase Services on the terms set out in these Conditions.

If we are unable to accept an Order, we shall notify you as soon as reasonably practicable.

The offer constituted by an Order shall remain in effect and be capable of being accepted by us for 10 Business Days from the date on which you submit the Order, after which time it shall automatically lapse and be withdrawn.

We may accept or reject an Order at our discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:

1. our written acceptance of the Order; or
2. our performance of the Services or notifying you that the Services are ready to be performed (as the case may be).

We may issue quotations to you from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by you.

Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

Price

The price for the Services shall be as set out in the Order (the Price).

The Prices are exclusive of VAT (or equivalent sales tax) and any expenses we incur in providing the Services to you. You shall pay any applicable VAT on receipt of a valid VAT invoice together with all additional expenses incurred.

We may increase the Prices at any time by giving you not less than 15 Business Days’ notice in writing.

Payment

We shall invoice you as agreed in the Order.

We shall invoice you in advance on the 24^th of each month for the upcoming month. You shall pay all invoices:

1. in full without deduction or set-off, in cleared funds by the 1^st day of the following month; and
2. to the bank account nominated by us.

In respect of Services provided on a project basis, we shall invoice you in instalments as follows:

1. 50% of the Price shall be invoiced in advance; and
2. 50% of the Price shall be invoiced on completion of the Services

and you shall pay all such invoices within 7 days.

Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:

1. we may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of Natwest Bank Plc from time to time in force,
2. interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment; and
3. we shall suspend any further performance of the Services until each outstanding invoice is paid in full.

Performance and obligations

The Services can be provided by way of a retainer or on a project basis as detailed in the Order. The Services shall be performed on the date(s) specified in the Order.

Our normal working hours are 08:00AM to 17:00PM on Business Days. We may work outside of Business Hours where we agree in writing to do so.

Where you have instructed us on a retainer basis, the Order will set out the number of hours per month which we will dedicate to providing the Services to you. For the avoidance of doubt, unused hours in any given month will not be rolled over into any subsequent month.

The Services shall be deemed performed on completion of the performance of the Services as specified in the Order.

We may perform the Services in instalments. Any delay or defect in an instalment shall not entitle you to cancel any other instalment.

Time of performance of the Services is not of the essence. We shall use our reasonable endeavours to meet estimated dates for performance, but any such dates are indicative only.

We shall not be liable for any delay in or failure of performance caused by:

1. your failure to provide us with adequate instructions for performance or otherwise relating to the Services; or
2. Force Majeure.

We can make any changes to the Services in order to comply with Applicable Law or which do not materially affect the nature or quality of the Services and we will notify you in such event.

You shall:

1. co-operate with us during the term of the Contract;
2. promptly respond to any queries we may have in order for us to provide the Services in accordance with these Conditions;
3. ensure that the Services requested are complete and accurate and we have been briefed on all material aspects to enable us to commence work; and
4. provide us with such information and materials as we may reasonably require in order to supply the Services and ensure that such information is accurate in all material respects.

Warranty

We warrant that the Services shall be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13.

You warrant that you have provided us with all relevant, full and accurate information as to your business and needs.

Except as set out in this clause 6:

1. we give no warranties and makes no representations in relation to the Services; and
2. shall have no liability for their failure to comply with the warranty in clause 6.1,
   and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

Insurance

You shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover your obligations under these Conditions

Limitation of liability

The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 8.

Subject to clause 8.5, our total liability shall not exceed the Price paid by you in the 12 months preceding the date of the claim.

Subject to clause 8.5, we shall not be liable for consequential, indirect or special losses.

Subject to clauses 8.5, we shall not be liable for any of the following (whether direct or indirect): loss of profit; loss or corruption of data; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); or harm to reputation or loss of goodwill.

Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; or
3. any other losses which cannot be excluded or limited by Applicable Law.

Intellectual property

Each party shall retain ownership of, and the other party shall not acquire any right, title or interest in or to, any Intellectual Property Rights in any materials belonging to the other party.

You grant to us a royalty-free, non-exclusive licence to use the Client Materials to the extent necessary and for the sole purpose of providing the Services.

Any Intellectual Property Rights arising out of or in connection with the Service shall be owned by us.

You shall indemnify, and keep us indemnified, against all claims, proceedings, damages, costs and expenses arising out of or in connection with any claim of infringement of any Intellectual Property Rights or other proprietary rights, that the use by us of the Client Materials infringes any third party’s rights.

Confidentiality and announcements

The parties shall keep confidential all Confidential Information belonging to the other party and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

1. any information which was in the public domain at the date of the Contract;
2. any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
3. any information which is independently developed by the receiving party without using information supplied by disclosing party; or
4. any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract
   except that the provisions of clauses 10.1.1to 10.1.3shall not apply to information to which clause 10.4relates.

This clause shall remain in force for a period of five years after termination of the Contract.

You shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

To the extent any Confidential Information is Protected Data (as defined in clause 11) such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any of the provisions of clause 11.1.

Processing of personal data

We are a Processor for the purposes of processing your Protected Data. Both parties shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. You shall ensure all instructions given to us in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws.

We shall process Protected Data in compliance with the obligations placed on us under Data Protection Laws and the terms of the Contract.

1. We shall:
   1. that alternative processing instructions are agreed between us in writing; or
   2. otherwise required by Applicable Law (and shall inform you of that legal requirement before processing, unless Applicable Law prevents us doing so on important grounds of public interest); and
2. only process (and shall ensure Time Stretcher’s Personnel only process) the Protected Data in accordance with the Contract except to the extent:

if we believe that any instruction received by us from you is likely to infringe the Data Protection Laws we shall be entitled to cease to provide the relevant Services until we have agreed appropriate amended instructions which are not infringing.

Taking into account the state of technical development and the nature of processing, we shall implement and maintain appropriate technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

We shall:

1. not permit any processing of Protected Data by any agent, subcontractor or other third party (except our or our Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without your written authorisation;
2. prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 11(including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by us and ensure each such Sub-Processor complies with all such obligations;
3. remain fully liable to you under the Contract for all the acts and omissions of each Sub-Processor as if they were our own; and
4. ensure that all persons authorised by us or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.

We shall:

1. assist you in ensuring compliance with your obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to us; and
2. taking into account the nature of the processing, assist you (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of your obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.

We shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any International Organisation without your prior written authorisation.

We shall, in accordance with Data Protection Laws, make available to you such information that is in our possession or control as is necessary to demonstrate our compliance with the obligations placed on us under this clause 11and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by you (or another auditor mandated by you) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 11.8).

On the end of the provision of the Services relating to the processing of Protected Data, at your cost and your option, we shall either return all of the Protected Data to you or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any Applicable Law requires us to store such Protected Data. This clause 11shall survive termination or expiry of the Contract.

Force majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 90 days, either party may terminate the Contract by written notice to the other party.

Termination

The Contract will commence on the date of the Order and will continue on a rolling basis until either party terminates the Contract by giving the other party written notice by no later than the 10^th of any month during the term = or unless otherwise terminated in accordance with this clause 13.

Either party may terminate the Contract at any time by giving notice in writing to the other party if:

1. the other party commits a material breach of Contract and such breach is not remediable;
2. the other party commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach;
3. in our case, if you fail to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after we have given notification that the payment is overdue; or
4. any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

We may terminate the Contract at any time by giving notice in writing to you if you stop carrying on all or a significant part of your business, or indicate in any way that you intend to do so or you are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or if we reasonably believe that to be the case.

Termination or expiry of the Contract shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.

Notices

Notices under the Contract will be in writing and sent to a party’s address as set out in the Order.

Notices may be given, and will be deemed received:

1. By first-class post: two Business Days after posting;
2. By hand: on delivery; and
3. By email: on receipt of a read receipt and if followed up in writing and delivered by first-class post or by hand.

This clause does not apply to notice given in legal proceedings, arbitration or other dispute resolution proceedings.

Boilerplate

Cumulative remedies
The rights and remedies provided in the Contract are cumulative and not exclusive of any rights and remedies provided by law.

Entire agreement

1. The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
2. Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
3. Nothing in these Conditions purports to limit or exclude any liability for fraud.

Assignment
You may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without our prior written consent.

No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

Severance

1. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
2. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

1. No failure, delay or omission by us in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
2. No single or partial exercise of any right, power or remedy provided by law or under the Contract by us shall prevent any future exercise of it or the exercise of any other right, power or remedy by us.

Compliance with law
The parties shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

Conflicts within contract
If there is a conflict between the terms contained in the Conditions and the terms of the Order, the terms of the Conditions shall prevail to the extent of the conflict.

Third party rights
A person who is not a party to the Contract shall not have any right to enforce any of the provisions of the Contract.

Governing law and Jurisdiction
The Contract shall be governed by, and construed in accordance with, the laws of England and Wales and the English courts shall have exclusive jurisdiction.