1.DEFINITIONS
1.1 The following definitions apply in these terms and conditions:
Allan Webb: shall mean both documentscanning.net and Allan Webb Limited.
Change Order: has the meaning given in clause 6.1.
Charges: the sums payable for the Services as set out in the Proposal.
Contract: an agreement between Allan Webb and the Customer for the performance of Services, consisting of the Proposal incorporating these terms and conditions, that comes into force in accordance with clause 2.1.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Customer: the customer named in the Proposal for whose benefit Allan Webb has agreed to perform the Services.
Customer Materials: all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to Allan Webb in connection with the Services.
Data Subject: means an identified or identifiable living individual to whom Personal Data relates;
Data Controller: shall be as defined under the Privacy Laws.
Data Processor: shall be as defined under the Privacy Laws.
Deliverables: any output of the Services to be provided by Allan Webb to the Customer as specified in the Proposal (excluding Supplier Equipment).
IPRs: patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Permitted Purpose: the purpose of exercising or performing its rights and obligations under or in connection with a Contract.
Personal Data: means any information relating to an identified or identifiable living individual; an identified or identifiable living individual is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of the individual;
Process: means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;
Privacy Laws: all applicable data protection and privacy legislation in force from time to time in the UK, including the General Data Protection Regulation, the Law Enforcement Directive, the Data Protection Act 2018, the Privacy and Electronic Communications Directive and the Privacy and Electronic Communications Regulations 2003.
Proposal: a detailed plan, agreed in accordance with clause 2, describing the services to be provided by Allan Webb, any applicable service levels, the timetable for their performance and the charges payable by the Customer.
Representatives: in relation to a party, its employees, officers, representatives and advisers.
Services: the services which are provided by Allan Webb under the Proposal, including services which are incidental or ancillary to the Services.
Special Category Data: means any Personal Data that reveals any of the following about the Data Subject: racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, health information, sex life or sexual orientation;
Supplier Equipment: any equipment, including tools, systems, cabling or facilities, provided by Allan Webb to the Customer and used directly or indirectly in the supply of the Services, excluding any such items which are the subject of a separate agreement between the parties under which title passes to the Customer.
2.PROPOSAL
2.1 The Customer may obtain services from Allan Webb by agreeingthe Proposal with Allan Webb. The Customer shall submit a purchase order when the Proposal is agreed, whereupon a Contract shall be formed between Allan Webb and the Customer.
2.2 Allan Webb shall provide the Services from the date specified in the Proposal (the Effective Date).
2.3 Once the Proposal has been agreed in accordance with clause 2.1, no amendment shall be made to the Contract except in accordance with clause 6 or clause 19.2.
3.ALLAN WEBB RESPONSIBILITIES
3.1 Allan Webb shall use reasonable endeavours to provide theServices, and deliver the Deliverables to the Customer, in accordance with the Proposal in all material respects.
3.2 Allan Webb shall use reasonable endeavours to meet any performance dates specified in the Proposal but any such dates shall be estimates only and time for performance by Allan Webb shall not be of the essence of a Contract.
3.3 Allan Webb shall appoint a manager in respect of the Services as identified in the Proposal. That person shall have authority to contractually bind Allan Webb on all matters relating to the relevant Services (including by signing Change Orders). Allan Webb may replace that person from time to time where reasonably necessary in the interests of Allan Webb’s business.
3.4 Allan Webb shall use reasonable endeavours to observe all health and safety and security requirements that apply at the Customer’s premises and that have been communicated to it under clause 4.1(e), provided that it shall not be liable under a Contract if, as a result of such observation, it is in breach of any of its obligations under a Contract.
4.CUSTOMER OBLIGATIONS
4.1 The Customer shall:
(a)co-operate with Allan Webb in all matters relating to the Services;
(b)appoint a manager in respect of the Services to be performed asidentified in the Proposal. That person shall have authority to contractually bind the Customer on all matters relating to therelevant Services (including by signing Change Orders);
(c)allow Allan Webb, its agents, subcontractors, consultants andemployees access to the Customer premises, officeaccommodation, data and other facilities as required by AllanWebb at no charge;
(d)provide to Allan Webb all documents, information, items andmaterials in any form (whether owned by the Customer or a thirdparty) required under the Proposal or otherwise reasonablyrequired by Allan Webb in connection with the Services in atimely manner and ensure that they are accurate and complete;
(e)inform Allan Webb of all health and safety and securityrequirements that apply at the Customer premises. If theCustomer wishes to make a change to those requirements whichwill materially affect provision of the Services, it can only do so via the change control procedure set out in clause 6;
(f)obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable AllanWebb to provide the Services; and
(g)comply with any additional responsibilities of the Customer as setout in the Proposal.
4.2 If Allan Webb’s performance of its obligations under a Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, Allan Webb shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.
4.3 The Customer shall be responsible for;
(a)Confirming the job specification provided in the quotation iscorrect;
(b)Accepting the quotation to authorise the work;
(c)Any errors or omissions in the specification;
(d)Maintaining adequate insurance cover for the loss ordestruction of the Customer Materials and
(e)Any delays and costs resulting from a delay to authorising the work.
4.4 If the Customer is dissatisfied with the quality of the work, they shall notify Allan Webb within 28 days of invoice, stating the reasons for the dissatisfaction. The work shall be deemed to be accepted if no notification is received within this time period.
5.NON-SOLICITATION AND EMPLOYMENT
5.1 The Customer shall not, without the prior written consent of Allan Webb, at any time from the date on which any Services commence to the expiry of twelve months after the completion of such Services, solicit or entice away from Allan Webb or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Allan Webb in the provision of such Services.
5.2 Any consent given by Allan Webb in accordance with clause 5.1 shall be subject to the Customer paying to Allan Webb a sum equivalent to 20% of the then current annual remuneration of Allan Webb’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.
6.CHANGE CONTROL
6.1 Either party may propose changes to the scope or execution ofthe Services but no proposed changes shall come into effect until a relevant Change Order has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:
(a)the Services;
(b)the Charges;
(c)the timetable for the Services; and
(d)any of the other terms of the Proposal.
6.2 If Allan Webb wishes to make a change to the Services it shallprovide a draft Change Order to the Customer.
6.3 If the Customer wishes to make a change to the Services:
(a)it shall notify Allan Webb and provide as much detail as Allan Webb reasonably requires of the proposed changes, includingthe timing of the proposed change; and
(b)Allan Webb shall, as soon as reasonably practicable afterreceiving the information at clause 6.3(a), provide a draft ChangeOrder to the Customer.
6.4 If the parties:
(a)agree to a Change Order, they shall sign it and that ChangeOrder shall amend the relevant Proposal; or
(b)are unable to agree a Change Order, either party may require thedisagreement to be dealt with in accordance with the disputeresolution procedure in clause 22.
6.5 Any additional work due to modifications to the Services will be charged at Allan Webb’s standard hourly rate.
7.TRANSPORT OF CUSTOMER MATERIALS
7.1 At the request of the Customer, Allan Webb may collect anddeliver the Customer Materials from the Customer’s premises. Any Customer Materials being collected or delivered remain the property and responsibility of the Customer during this time. Allan Webb shall not be liable for any delays, losses or damages during transportation.
8.RETENTION OF CUSTOMER MATERIALS
8.1 Unless otherwise agreed, all copies of the Customer Materials,including all hard and soft copies, shall be retained for a period of sixty (60) days following the Deliverables being received by the Customer. Following this period of time, the documents will either be;
(a)Commercially destroyed; or
(b)Returned to the Customer at the Customer’s own expense. Where the Customer Materials are to be returned, they may notbe refiled in the sequence they were originally received.
9.CHARGES AND PAYMENT
9.1 In consideration of the provision of the Services by Allan Webb,the Customer shall pay the Charges.
9.2 Allan Webb shall invoice the Customer for the Charges at the intervals specified in the Proposal. If no intervals are so specified, Allan Webb shall invoice the Customer at the end of each month for Services performed during that month.
9.3 The Customer shall pay each invoice submitted to it by Allan Webb within 30 days of receipt to a bank account nominated in writing by Allan Webb from time to time.
9.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Allan Webb any sum due under a Contract on the due date:
(a)the Customer shall pay interest on the overdue sum from the duedate until payment of the overdue sum, whether before or afterjudgment. Interest under this clause will accrue each day at 4%a year above the Bank of England’s base rate from time to time;and
(b)Allan Webbmay suspend part or all of the Services until paymenthas been made in full.
9.5 All sums payable to Allan Webb:
(a)are exclusive of VAT, and the Customer shall in addition pay anamount equal to any VAT chargeable on those sums on deliveryof a VAT invoice; and
(b)shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10.INTELLECTUAL PROPERTY RIGHTS (IPRS)
10.1 In relation to the Deliverables:
(a)The Customer shall retain ownership of all IPRs in the Deliverables and the Customer Materials.
10.2 The Customer and its licensors shall retain ownership of all IPRs in the Customer Materials. The Customer grants to Allan Webb a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the duration of the relevant Contract for the purpose of providing the Services to the Customer.
10.3The Customer warrants that the receipt and use in the performance of Services by Allan Webb, its agents, subcontractors, consultants or employees of the Customer Materials shall not infringe the IPRs of any third party.
11.DATA PRIVACY
11.1 This clause sets out the framework for the sharing of personaldata between the parties as data controllers. Each party acknowledges that the Customer is the Data Controller and Allan Webb are the Data Processor. Allan Webb shall only Process Personal Data under the instruction of the Customer for the Permitted Purpose. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Privacy Laws.
11.2 The Data Controller shall:
(a)comply with all the obligations imposed on it under the Privacy Laws;
(b)ensure that it has all necessary notices and consents in place to enable lawful transfer of the Personal Data to its Representativesand Data Processor for the Permitted Purpose; and
(c)give full information to any Data Subject whose Personal Data may be Processed under a Contract of the nature such Processing.
11.3 The Data Processor shall:
(a)comply with all the obligations imposed on it under the Privacy Laws;
(b)Process the Personal Data only for the Permitted Purpose;
(c)not disclose or allow access to the Personal Data to anyone otherthan its Representatives;
(d)at the written direction of the Data Controller, delete or returnshared personal data and copies thereof to the Data Controller on termination of a Contract unless required by law to store thepersonal data;
(e)ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the otherparty, to protect against unauthorised or unlawful Processing ofPersonal Data and against accidental loss or destruction of, ordamage to, Personal Data; and
(f) not transfer any Personal Data outside the UK unless the transfer complies with the provisions of the Privacy Laws.
11.4 Each party shall assist the other in complying with all applicable requirements of the Privacy Laws. In particular, each party shall:
(a)promptly inform the other party about the receipt of any datasubject access request;
(b)provide the other party with reasonable assistance in complyingwith any data subject access request;
(c)not disclose or release any shared personal data in response toa data subject access request without first consulting the otherparty wherever possible;
(d)assist the other party, at the cost of the other party, in respondingto any request from a Data Subject and in ensuring compliancewith its obligations under the Privacy Laws with respect tosecurity, breach notifications, impact assessments andconsultations with supervisory authorities or regulators;
(e)notify the other party without undue delay on becoming aware ofany breach of the Privacy Laws; and
(f)maintain complete and accurate records and information to demonstrate its compliance with clause 11.
11.5 The Customer agrees to take full responsibility for the contents of all Customer Materials with regards to the Privacy Laws, unless previously disclosed. Any Special Category Data that may be contained in the Customer Materials that is not disclosed shall remain the responsibility of the Customer, and the Customer shall indemnify Allan Webb, in full for any breach of the Privacy Laws.
11.6 Where Special Category Data is disclosed as part of the Customer Materials, the Customer warrants that the Processing meets the requirements as set out in Article 9 of the UK GDPR. Allan Webb may vary the Charges if additional protections are needed to be put in place to comply with the Privacy Laws.
11.7 Allan Webb may, at any time on not less than 30 days’ notice, revise this clause 11 by replacing it with any applicable clauses.
12.CONFIDENTIALITY
12.1 Where the provisions of the Official Secrets Acts 1911 to 1989apply to any of the Services, Allan Webb shall comply with its obligations under those provisions and take all reasonable steps
to ensure that all Representatives engaged on the Services have notice that the provisions apply to them.
12.2 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party’s Representatives in connection with a Contract, including:
(a)the terms of the Contract;
(b)any information that would be regarded as confidential by areasonable business person relating to:
(i)the business, affairs, customers, clients, suppliers, plans,intentions, or market opportunities of the disclosing party; and
(ii)the operations, processes, product information, know-how,designs, trade secrets or software of the disclosing party; and
(c)any information developed by the parties in the course of carrying out a Contract.
12.3 The provisions of this clause shall not apply to any Confidential Information that:
(a)is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or itsRepresentatives in breach of this clause);
(b)was available to the receiving party on a non-confidential basisbefore disclosure by the disclosing party;
(c)was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’sknowledge, is not bound by a confidentiality agreement with thedisclosing party or otherwise prohibited from disclosing theinformation to the receiving party;
(d)the parties agree in writing is not confidential or may bedisclosed; or
(e)is developed by or for the receiving party independently of the information disclosed by the disclosing party.
12.4 Each party shall keep the other party’s Confidential Information confidential and shall not:
(a)use such Confidential Information except for the PermittedPurpose; or
(b)disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
12.5 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
(a)it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
(b)at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.
12.6 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. Where notice of disclosure is not prohibited and is given in accordance with this clause 12.6, that party shall take into account the reasonable requests of the other party in relation to the content of such disclosure.
12.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from these terms and conditions.
13.LIMITATION OF LIABILITY
13.1 References in this clause 13 to liability include every kind ofliability arising under or in connection with a Contract, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
13.3 Nothing in a Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, fraud, or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.
13.4 Subject to clause 13.3, Allan Webb’s total liability to the Customer shall be limited to the value of the Contract. Allan Webb shall not be liable for any delays, losses or damages however they may arise.
13.5 Neither party shall be liable for any loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill, or for any indirect or consequential loss.
14.COMPLIANCE WITH LAWS
14.1 Each party agrees that it shall:
(a)comply with all applicable laws and regulations relating to anti-bribery and anti-corruption, including the Bribery Act 2010 (Corruption Laws);
(b)maintain in place throughout the term of a Contract its ownpolicies and procedures to ensure compliance with theCorruption Laws and will enforce them where appropriate;
(c)promptly report to the other party any request or demand for anyundue financial or other advantage of any kind it receives inconnection with the performance of a Contract; and
(d)immediately notify the other party (in writing) if a foreign publicofficial becomes an officer or employee of its organisation oracquires a direct or indirect interest in it, and it warrants that ithas no foreign public officials as direct or indirect owners, officersor employees or at the Effective Date.
14.2 Each party shall perform its obligations under a Contract in accordance with all applicable laws and regulations regarding national security and export control.
14.3 Each party shall perform its obligations under a Contract in accordance with all applicable laws and regulations regarding health and safety.
14.4 Neither party shall unlawfully discriminate within the meaning and scope of the Equality Act 2010. Each party agrees to take reasonable efforts to secure the observance of the provisions of clause 14.2 by any of its Representatives who are engaged in the Permitted Purpose.
14.5 Where the Customer is subject to the requirements of the Freedom of Information Act 2000 and/or the Environmental Information Regulations 2004 (together the FOIA), Allan Webb:
(a)acknowledges that the Customer may be required to discloseinformation without consulting or obtaining Allan Webb’s consent(provided that the Customer shall take reasonable steps to notifyAllan Webb of a request for information and to consult with Allan Webb prior to disclosing any information pursuant to thatrequest), and that the Customer shall be responsible for determining whether any information is exempt from disclosure;
(b)shall provide all necessary assistance and co-operation asreasonably requested by the Customer to enable the Customerto comply with its obligations under the FOIA;
(c)shall transfer to the Customer all requests for information relatingto a Contract that is receives as soon as reasonably practicable;
(d)shall provide the Customer with a copy of all information held onbehalf of the Customer which is requested in a request forinformation and which is in Allan Webb’s possession or controlwithin seven days of the Customer’s request for suchinformation; and
(e)shall not respond to a request for information addressed to the Customer unless authorised to do so by the Customer.
15.ACCURACY OF RESULTS
15.1 The Customer shall be responsible for the verification of the Deliverables, within 14 days of them being provided to the Customer. If the Customer is not satisfied with the Deliverables, they shall notify Allan Webb within 14 days with details of any errors. Allan Webb shall use reasonable commercial endeavours to rectify any errors, however if no notice is given, the Deliverables shall be deemed to be accepted by the Customer as delivered.
16.DURATION AND TERMINATION
16.1 Without affecting any other right or remedy available to it, either party may terminate a Contract with immediate effect by giving written notice to the other party if:
(a)the other party commits a material breach of any term of thatContract and such breach is irremediable or (if such breach isremediable) fails to remedy that breach within a period of 14 daysafter being notified in writing to do so;
(b)the other party suspends, or threatens to suspend, payment ofits debts or is unable to pay its debts as they fall due or admitsinability to pay its debts or is deemed unable to pay its debtswithin the meaning of section 123 of the Insolvency Act 1986 asif the words “it is proved to the satisfaction of the court” did notappear in sections 123(1)(e) or 123(2);
(c)the other party commences negotiations with all or any class ofits creditors with a view to rescheduling any of its debts, or makesthe Proposal for or enters into any compromise or arrangementwith any of its creditors;
(d)a petition is filed, a notice is given, a resolution is passed, or anorder is made, for or in connection with the winding up of theother party;
(e)an application is made to court, or an order is made, for theappointment of an administrator, or a notice of intention toappoint an administrator is given or an administrator isappointed, over the other party;
(f)the holder of a qualifying floating charge over the assets of thatother party has become entitled to appoint or has appointed an administrative receiver;
(g)a person becomes entitled to appoint a receiver over all or anyof the assets of the other party or a receiver is appointed over allor any of the assets of the other party;
(h)a creditor or encumbrancer of the other party attaches or takespossession of, or a distress, execution, sequestration or othersuch process is levied or enforced on or sued against, the wholeor any part of the other party’s assets and such attachment orprocess is not discharged within 14 days;
(i)any event occurs, or proceeding is taken, with respect to theother party in any jurisdiction to which it is subject that has aneffect equivalent or similar to any of the events mentioned inclause 16.1(b) to clause 16.1(h) (inclusive);
(j)the other party suspends or ceases, or threatens to suspend orcease, carrying on all or a substantial part of its business; or
(k) a Force Majeure Event prevents, hinders or delays the other party’s performance of its obligations under that Contract for a continuous period of more than four weeks.
16.2 Without affecting any other right or remedy available to it, Allan Webb may terminate a Contract with immediate effect by giving written notice to the Customer if:
(a)the Customer fails to pay any amount due under that Contract, or any other Contract made between Allan Webb and the Customer, 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 Customer repeatedly breaches any of the terms of that Contract in such a manner as to reasonably justify the opinion that the Customer’s conduct is inconsistent with it having the intention or ability to give effect to the terms of that Contract; or
(c)there is a change of Control of the Customer.
17.CONSEQUENCES OF TERMINATION
17.1 On termination or expiry of a Contract:
(a)Allan Webb shall immediately cease to perform the Services setout in the relevant Proposal;
(b)the Customer shall immediately pay to Allan Webb all of Allan Webb’s outstanding unpaid invoices and interest and, in respectof the Services supplied but for which no invoice has been submitted, Allan Webb may submit an invoice, which shall bepayable immediately on receipt;
(c)the Customer shall, within a reasonable time, return all ofSupplier Equipment. If the Customer fails to do so, then Allan Webb may enter the Customer premises and take possession ofSupplier Equipment. Until Supplier Equipment has been returnedor repossessed, the Customer shall be solely responsible for itssafe keeping; and
(d)Allan Webb shall on request return any of the Customer Materialsnot used up in the provision of the Services.
17.2 Any of these terms and conditions that expressly or by implication are intended to come into or continue in force on or after termination or expiry of a Contract shall remain in full force and effect.
17.3 Termination or expiry of a Contract shall not affect the continuance in force any other Contract between Allan Webb and
the Customer, nor any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
18.FORCE MAJEURE
18.1 Force Majeure Event means any circumstance not within a party’s reasonable control, including acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, collapse of buildings, fire, explosion or accident; [any labour or trade dispute, strikes, industrial action or lockouts (other than, in each case, by the party seeking to rely on this clause), and interruption or failure of utility service.
18.2 Provided it has complied with clause 18.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under a Contract by a Force Majeure Event (the Affected Party), the Affected Party shall not be in breach of a Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
18.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
18.4 The Affected Party shall:
(a)notify the other party of the Force Majeure Event as soon asreasonably practicable after the start of the Force Majeure Event, the date on which it started, its likely or potential duration, andthe effect of the Force Majeure Event on its ability to perform anyof its obligations under the agreement; and
(b)use all reasonable endeavours to mitigate the effect of the ForceMajeure Event on the performance of its obligations.
19.MISCELLANEOUS PROVISIONS
19.1 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under a Contract. Allan Webb may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under a Contract, provided that Allan Webb gives prior written notice of such dealing to the Customer.
19.2 Subject to clause 6, no variation of a Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
19.3 A waiver of any right or remedy under a Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under a Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any
other right or remedy. No single or partial exercise of any right or remedy provided under a Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
19.4 The rights and remedies provided under a Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
19.5 If any provision of a Contract is or becomes invalid or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of a Contract is deemed deleted under this clause, 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.
19.6 The Contract constitutes the entire agreement between the parties to the exclusion of any other terms that the Customer seeks to impose or incorporate (including any terms which are contained in the Customer purchase order or any other document issued by the Customer to Allan Webb prior to commencement of the Services), or which are implied by law, trade custom, practice or course of dealing. The Contract supersedes and extinguishes all previous agreements between them, whether written or oral, relating to its subject matter. The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from a Contract. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in a Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in a Contract.
19.7 If there is an inconsistency between any of the provisions of these terms and conditions and the provisions of the Proposal, the provisions of the Proposal shall prevail.
19.8 Neither these terms and conditions nor any Proposal gives rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of a Contract.
20.NOTICES
20.1 Any notice given to a party under or in connection with this contract shall be in writing and shall be:
(a)delivered by hand;
(b)sent by pre-paid first-class post;
(c)sent by courier or other recorded delivery service; or
(d)sent by email.
20.2 Subject to any alternative details agreed in relation to the Proposal:
(a)Allan Webb’s address for service shall be its registered office;
(b)Allan Webb’s email addressfor service shall be commercial@allanwebb.co.uk; and
(c)the Customer’s address and email address for service shall be the address stated in a Contract.
20.3 Any notice shall be addressed to or marked for the attention of the manager appointed by the other party pursuant to clause 3.3 or 4.1(b).
20.4 Any notice shall be deemed to have been received:
(a)if delivered by hand, at the time the notice is left at the proper address;
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(b)if sent by pre-paid first-class post, at 9am on the third day afterposting to the proper address;
(c)if sent by courier or other recorded delivery service, at the time recorded by the courier or delivery service; or
(d)if sent by email, at the time the email is received in the recipient’smailbox.
20.5 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
20.6 A notice given under a Contract is not valid if sent by fax.
21.INTERPRETATION
21.1 In these terms and conditions, a reference to:
(a)these terms and conditions is a reference to these terms and conditions as varied or novated (in each case, other than in breach of the provisions of these terms and conditions) from time to time, but excludes the Proposal;
(b)a clause is to the clause of these terms and conditions;
(c)a person includes a natural person, corporate or unincorporatedbody (whether or not having separate legal personality), and a company shall include any company, corporation or other bodycorporate, wherever and however incorporated or established;
(d)a statute or statutory provision is a reference to it as amended,extended or re-enacted from time to time, and shall include allsubordinate legislation made from time to time under that statute or statutory provision;
(e)writing or written includes email but not fax;
(f)including, include or any similar expression shall be construedas illustrative and shall not limit the sense of the words,description, definition, phrase or term preceding those terms;
(g)adequate procedures and foreign public official shall bedetermined in accordance with the Bribery Act 2010 (and anyguidance issued under that Act); and
(h)controller, processor, data subject, personal data, processing and appropriate technical and organisational measures shall be construed in accordance with the Privacy Laws in force at the time.
21.2 Each Contract shall be binding on, and enure to the benefit of, Allan Webb and the Customer and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
21.3 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
22.DISPUTE RESOLUTION PROCEDURE
22.1 If a dispute arises out of or in connection with a Contract or the performance, validity or enforceability of it (Dispute) then the parties shall follow the procedure set out in this clause:
(a)either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice),together with relevant supporting documents. On service of the Dispute Notice, the managers appointed by the parties pursuant to clause 3.3 or 4.1(b) shall attempt in good faith to resolve the Dispute;
(b)if they are for any reason unable to resolve the Dispute within 30days of service of the Dispute Notice, the Dispute shall bereferred to Allan Webb’s operations director and a director orsenior executive officer of the Customer who shall attempt in good faith to resolve it; and
(c)if they are for any reason unable to resolve the Dispute within 30days of it being referred to them, the parties may (but only if theyboth agree) attempt to settle it by mediation in accordance withthe Centre for Effective Dispute Resolution (CEDR) ModelMediation Procedure. Unless otherwise agreed between theparties, the mediator shall be nominated by the CEDR. To initiate the mediation, the parties shall jointly instruct the CEDR.
22.2 If the parties agree to refer the Dispute to mediation, then neither party may commence any court proceedings under clause 22.3 in relation to the whole or part of the Dispute until 90 days after the CEDR is first jointly-instructed. This clause shall not prevent either party from seeking emergency or injunctive relief at any time.
22.3 Subject to the foregoing provisions of clause 22, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with a Contract or its subject matter or formation.
22.4 Each Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales
AW Document Scanning Terms and Conditions_V1.1 April 2023