Standard Terms and Conditions for Greenarc Vehicles Ltd Client Agreements  

Terms and Conditions Ref GV001a 

These terms and conditions apply where specified in a Client Agreement 

Terms and Conditions – General 

1 Definitions –   

In these terms and conditions, the following terms shall have the following meanings: 

Agreement:  an agreement for the provision of services between Us and You as set out in a Client Agreement incorporating these terms and conditions. 

Authorised Users: Any of Your employees, agents and independent contractors or other users we agree to include who are authorised by You to use Digital Software Services. 

Client Material: Any digital or print content or other material provided or supplied by You on to or for use with the Services. 

Confidential Information:  All information in respect of the business of a party including, without prejudice to the generality of the that statement, any ideas; business methods; finance; prices, business, financial, marketing, development or manpower plans; policyholder/client lists or prospective policyholder/client lists or details; computer systems, software and software specifications; products or services, including but not limited to know-how or other matters connected with the products or services marketed, provided or obtained by a party; and information concerning a party’s relationships with employees, actual or potential customers, policyholders or suppliers and the needs and requirements of the party and of such persons and any other information which, if disclosed, would be liable to cause harm to a party. 

Client Agreement(s): The client agreement document(s) provided to You by Us setting out the details of the Services We will provide, the Fees, any Specification and further terms which apply to those Services. 

Data: the data input by You, Your Authorised Users, or Us on Your behalf for the purpose of using, or facilitating Your use of, Services and particularly Digital Software Services.  

Data Protection Addendum:  The addendum provided to You by Us, or agreed between us, as specified in the Client Agreement. 

Data Protection Legislation: means: laws and regulations that apply in relation to the processing of personal data including (without limitation) the Data Protection Act 2018, UK GDPR and any replacement legislation coming into effect from time to time;  

Default: means any breach of Our obligations or any default, act, omission, negligence or statement of Ours, Our employees, agents or sub-contractors in connection with or in relation to the subject matter of the Agreement in respect of which We are liable to You. 

Deliverables: the deliverables (if any) specified in the Client Agreement relating to any Services. 

Digital Software Services: any digital software services specified as such in the Client Agreement. 

Documentation: the document(s) made available to You by Us from time to time as part of Our Services. 

End User Licence Agreement (EULA): the end user licence agreement/terms governing the use of the any Digital Software Service or other Service which requires an Authorised User to accept it prior to using the Digital Software Services/Services. 

Employees: Employees who work for You (or other individuals specified in the Client Agreement). 

Fees:  any fees or charges agreed between us as set out in the Client Agreement. 

Intellectual Property Rights (IPR): patent, copyright, moral rights, design rights, rights in databases, business and brand names, domain names, style of presentation of goods or services, business process methodology, trademark, and other intellectual property rights registered or unregistered. 

Services:  The services (including Digital Software Services) or other deliverables set out in the Client Agreement. 

Specification:  The specification (if any) set out in the Client Agreement providing details of the Services, Digital Software Services or Deliverables. 

Term: The length of Your contract. 

Us/We/Our:  The provider of the Services as set out in the Client Agreement.  

Working Day: Monday to Friday, excluding Public Holidays. 

You/Your/the Client: The Client as named in the Client Agreement. 

1.2 References in this contract to  

1.2.1 statutes, regulations or laws shall be to such statutes, regulations and laws as modified, amended, restated or replaced from time to time; 

• 1.2.2 a person (including a Party to this Agreement) includes a reference to successors and permitted assigns and shall be construed as a reference to any individual, firm, company, corporation, undertaking, government, state or agency of a state, or any association, partnership or other entity (whether or not having separate legal personality); 
• 1.2.3 a document is a reference to that document as from time to time supplemented or varied. 
• 1.3 Words importing the singular shall include the plural number and vice versa and words importing a gender shall include each gender; 
• 1.4 Any reference to any clause, sub-clause, paragraph, schedule or appendix shall be a reference to the clause, sub-clause, paragraph, schedule or appendix of this Agreement in which the reference occurs unless it is indicated that reference to some other provision is intended; 

• 1.5 Any headings contained in this Agreement are inserted for convenience of reference only and shall not in any way form part of nor affect nor be taken into account in the construction or interpretation of any provisions of this Agreement. 
• 1.6 In the event of any conflict between these terms and conditions and a Client Agreement, the Client Agreement shall take precedence. 

2. Our Obligations

2.1 We will provide the Services or Deliverables specified in the Client Agreement on the terms of the Agreement. 

2.2 We will provide the Services or Deliverables in all material respects in compliance with the Client Agreement and the Specification.  Where Services are provided via Digital Software Services Authorised Users or Employees using those Services must, where required, enrol on the Digital Software Services in order for the full benefit to be obtained. 

2.3 We will endeavour to meet any specific performance dates, but time is not of the essence, provided always that We will provide the Services or Deliverables within a reasonable time (unless otherwise stated in the Client Agreement). 

2.4 We will manage any personal data provided in accordance with the Data Protection Addendum and will comply with the provisions of the Data Protection Addendum.   

2.5 We undertake that the Services will be provided with reasonable skill and care. 

2.6 The undertaking at clause 2.5 and the provisions of clause 2.2 shall not apply to any non-conformance which is caused by the use of any Services contrary to Our instructions, or modification or alteration of Digital Software Services or any Deliverable by any party other than Us or Our duly authorised contractors or agents. If a Digital Software Service or a Deliverable does not conform with the undertaking in 2.5 or with clause 2.2, We will, at Our expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the undertaking set out in clause 2.2 for Digital Software Services or any Deliverable.  Notwithstanding this, We: 

(a)  do not warrant that Your use of any Digital Software Services or any Deliverable will be uninterrupted or error-free; and 

(b)  are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of Data over communications networks and facilities, including the internet, and You acknowledge that any applicable Deliverable or Digital Software Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 

2.7 We warrant that We have and will maintain all necessary agreements, consents, and permissions necessary for the performance of Our obligations under this Agreement. 

2.8 We shall comply with all applicable laws and regulations with respect to Our provision of the Services. 

3 Your Obligations 

3.1 You will not, unless specified in the Client Agreement, obtain equivalent services or an alternative to the Services (in whole or in part) through an alternative provider.  

3.2 You will ensure reasonable support of Your Employees and sub-contractors in the provision of the Services and any other matters which may require support under the Agreement. 

3.3 You shall ensure that any information which You provide to Us is accurate, honest and truthful and that where any information relates to an Employee You are authorised to provide such information to Us.   

3.4 You will comply with the provisions of the Data Protection Addendum.   

3.5 You shall: 

(a) provide Us with: 

(i) all reasonably necessary co-operation in relation to the Agreement; and 

(ii) all reasonably necessary access to such information as may be required by Us; and 

(iii) any requirements outlined in the Client Agreement; 

in order to provide the Services or Deliverables, including any Digital Software Services, including but not limited to Data, Authorised User information and configuration details (where applicable); 

(b) comply with all applicable laws and regulations with respect to Your activities under the Agreement; 

(c) carry out all other customer responsibilities set out in the Client Agreement and the Agreement in a timely and efficient manner. In the event of any delays in Your provision of such assistance as agreed, We may adjust any agreed timetable or delivery schedule as reasonably necessary and/or charge any Fees which should otherwise have become due; 

(d) ensure that the Authorised Users use the Digital Software Services or other applicable Service in accordance with the terms of this Agreement and any applicable EULA and shall be responsible for any Authorised User’s breach of this Agreement or the EULA;  

(e) obtain and shall maintain all necessary agreements, consents, and permissions necessary for Us, Our contractors and agents to perform their obligations under the Agreement. 

4. Fees and Payment

4.1 We will invoice You (if applicable) as set out in the Client Agreement for the Fees and any agreed expenses. 

4.2 Subject to any provisions in the Client Agreement, You shall pay the Fees within 30 days of the invoice date. 

4.3 We have the right to charge interest on late payments of the Fees at 4% above Bank of England base rate. 

4.4 We may suspend the provision of Our Services and/or access to any Digital Software Services without notice in the event of non or late payment of the Fees. 

4.5 If You decide not to proceed with the Services We have the right to charge You any Fees for the services that We have provided as set out in the Client Agreement. 

4.6 All amounts and Fees stated or referred to in this Agreement: 

(a) shall be payable in pounds sterling; 

(b) are, unless stated in the Client Agreement, non-cancellable and non-refundable; 

(c) are exclusive of Value Added Tax, which shall be added to Our invoice(s) at the prevailing rate. 

4.7 You shall, where required and as soon as practical, provide to Us approved purchase order details and any other relevant billing information You wish Us to include in an invoice.  We are under no obligation to include any details but will use reasonable endeavours to do so. 

5. Term

5.1 Subject to any provision in the Client Agreement, this Agreement shall commence on the start date set out in the Client Agreement and shall continue, unless the delivery of the Services is not ongoing and has been concluded or terminated earlier in accordance with clause 10, for 2 years (the “Initial Term”).  The term of the contract shall automatically extend at the end of the Initial Term for 1 year (the “Extended Term”) and similarly at the end of each Extended Term, unless either party gives written notice to the other party, no later than 3 months before the end of the Initial Term or Extended Term, to terminate this contract at the end of the Initial Term.   

5.2 We may provide 4 months’ notice prior to the end of the Initial Term or Extended Term of a change in any provision of the Client Agreement or these terms.  The change shall take effect at the start of the Extended Term immediately following such notice. 

6. Your Data

6.1 You shall own all rights, title and interest in and to all of Your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data. 

6.2 We shall maintain backups of Data to the extent that We, in our sole discretion, consider is appropriate for Us to provide the Services.  In the event of any loss or damage to Data, Your sole and exclusive remedy shall be for Us to use reasonable endeavours to restore the lost or damaged Data from the latest back-up of such Data maintained by Us. We shall not be responsible for any loss, destruction, alteration or disclosure of Data caused by any third party. 

6.3 Your Data may be shared with Us or the same Data may be collected by Us on the basis We become the Data owner for that Data.  This will not remove any right You have to the Data but shall give Us rights in the Data in addition to You.  This shall be specified in the Data Protection Addendum where applicable. 

7. Intellectual Property (IPR)

7.1 We retain all rights, title and interest in the IPRs in relation to the Services (in particular any Digital Software Services), Deliverables or any other services We provide other than any IPR You provide to Us for use under the Agreement or as set out in the Client Agreement/.  No right shall be granted over any of Our IPR save to the extent licensed under the Agreement. 

7.2 You permit Us to use Your IPR where required for the provision of the Services. 

7.3 Any material created by Us in providing the Services or howsoever, which is not already Your IPR, shall form part of Our IPR.  

7.4 You will not copy or reproduce any part of the Digital Software Services, any Deliverable or any of the materials supporting the provision of the Services without Our consent. 

8. Confidentiality 

8.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations or receive benefits under this Agreement.  Information shall not be classed as Confidential Information if (and to the extent) it: 

(a) is or becomes publicly known other than through any act or omission of the receiving party in breach of this Agreement; 

(b) was in the other party’s lawful possession before the disclosure; 

(c) is lawfully disclosed to the receiving party by a third party without restriction on such disclosure; 

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or 

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. 

8.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the provision of the Services. 

8.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. Each party shall remain responsible for its employees or agents’ compliance with the terms of this Agreement.  

8.4 You acknowledge that details of Digital Software Services may include the results of any penetration and/or performance tests of the Digital Software Services which will constitute Our Confidential Information. 

8.5 We acknowledge that Your Data is Your Confidential Information (subject to clause 6.3). 

8.6 This clause 8 shall survive termination of this Agreement for a period of five years, or until such point in time that the Confidential Information has been deleted by mutual agreement. 

9. Liability 

9.1 This clause 9 sets out Our entire financial liability (including any liability for the defaults, acts or omissions of Our employees, agents and sub-contractors) to You in respect of: 

(a) any breach of the Agreement; 

(b) any use made by You of the Services (including Digital Software Services) or Deliverables or any part of it; and 

(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement. 

9.2 Except as expressly and specifically provided in a Client Agreement: 

(a) You assume sole responsibility for any results obtained from the Services (where these are provided as consultancy services) and use of Digital Software Services by You, and for conclusions drawn from such use.  

(b) We shall have no liability for any damage caused by errors or omissions in any Data, instructions or scripts or recommendations provided to Us by You in connection with the Services, or any actions taken by Us under Your direction; 

(c) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and 

(d) the Services, and in particular any Digital Software Services, are provided to You on an “as is” basis. 

9.3 Nothing in the Agreement excludes Our liability for: 

(a) death or personal injury caused by Our negligence; or 

(b) fraud or fraudulent misrepresentation.  

9.4 Subject to clause 9.2 and clause 9.3 Our total aggregate liability for loss in respect of Defaults whether arising in contract, tort (including negligence), breach of statutory duty or otherwise howsoever shall in no event exceed the aggregate amount of the Fees payable in the 12 months preceding the event or £50,000, whichever is greater. 

9.5 Subject to clause 9.3, in no event shall We be liable in contract, tort (including negligence), breach of statutory duty or otherwise howsoever for: 

(a) any loss of profit, loss of business, loss of goodwill, loss of contracts, loss of revenues or loss of anticipated savings; or 

(b) any increased costs or expenses; or 

(c) any special, indirect or consequential loss or damage of any nature whatsoever, whatever the cause thereof arising out of or in connection with the Agreement; or 

(d) any loss caused by a third party. 

10. Termination

10.1 Either Party can terminate the Agreement on the basis set out in the Client Agreement or by notice in writing: 

10.1.1 For any material breach of the other Party not remedied within 30 days of a written request. 

10.1.2 When the other Party fails to, or is unable to, pay its debts as they fall due. 

10.1.3 If a notice is filed to wind up the other party. 

10.1.4 If an order is made for the appointment of an administrator or receiver to the other Party. 

10.1.5 If the other Party suspends a substantial part or all of it business. 

10.1.6 If the other Party fails to comply with the provisions of the Bribery Act 2010. 

10.1.7 In accordance with clause 5.   

10.2 Any termination will be without prejudice to any other rights or remedies. 

10.3 Termination of the participation of any of third party engaged in delivering the Services does not constitute grounds for material breach. 

10.4 Save as provided in a Client Agreement, on termination of this Agreement for any reason: 

(a) You agree to pay Us any outstanding Fees and/or for the time We have spent in performing the Services where applicable at the daily charge out rate or for the sums in each case as specified in the Client Agreement. This covers fees for both Services already delivered/provided, but additionally fees for Services scheduled for delivery/provision up to 14 days from the date of termination; 

(b) all rights granted under the Agreement shall immediately terminate, and in particular the use of Digital Software Services must end;  

(c) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party, subject to the provisions of the Data Processing Addendum; 

(d) subject to the provisions of the Data Processing Addendum, We may destroy or otherwise dispose of any of Your Data in Our possession unless We receive, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to You of the then most recent back-up of Your Data. We shall use reasonable commercial endeavours to deliver the back-up to You within 30 days of receipt of such a written request, provided that You have, at that time, paid all fees and charges outstanding at, and resulting from, termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Us in returning or disposing of Your Data; and 

(e) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced. 

10.5 Any provision intended by its nature to survive termination or expiry of the Agreement shall continue in full force and effect. 

11. Force Majeure 

11.1 Neither Party will be in breach of this Agreement nor liable for delay or failure to perform its obligations if such delay or failure results from events beyond its reasonable control. In these circumstances You/We will be entitled to a reasonable extension time for performing obligations provided that if the period of non-performance continues beyond 28 days, the other Party may terminate this agreement on 7 days’ notice. 

11.2 We may amend or remove any Services if We are unable to provide or replace its provision due to circumstances outside of Our control (such as the insolvency of a third party provider).  We will use reasonable endeavours to maintain or replace any Services should such circumstance arise. 

12. Non-Solicitation

12.1 You undertake that during the period from the commencement of the Agreement and for twelve months after completion of the Services under the Agreement, You will: 

(a) not canvass nor solicit for direct or indirect employment any of Our employees, workers, directors or associates unless with Our prior written consent; and 

(b) not solicit or encourage any of Our employees, workers, directors or associates to terminate their employment or engagement, nor recommend such person to any third party that might result in an approach to such persons to leave Our employment or engagement. 

12.2 Nothing in this Agreement will prevent You from proceeding with an approach made by an employee, worker, director or associate of Ours in response to a genuine recruitment campaign (whether through agencies or advertising) by You open to all comers and not specifically targeted at any of Our such persons.  

12.3 If You are proven to have offered employment to Our employee, worker, director or associate (without that person having responded directly to a specific advertised vacancy) then You will be liable to pay Us a fee equivalent to half of that person’s current annual basic salary plus an amount equal to their most recent bonus payment received from Us. 

12.4 You have the right to offer immediate employment to any staff whose employment has been terminated by Us and in these circumstances, the provisions of clause 12.3 will not apply. 

13. Assignment and Performance 

13.1 Neither party will assign this Agreement or any of its rights without prior written consent, save where reasonably required for the purposes of an internal corporate reconstruction. 

13.2 We may sub-contract any element of the Services due to be provided by Us but shall remain at all times responsible for our obligations pursuant to this Contract despite any sub-contracting.   

14. Notices 

14.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be: 

14.1.1 delivered by hand or pre-paid “signed for” post at its registered office address;  

14.1.2 sent by e-mail to the following addresses: 

in the case of You: as set out in the Client Agreement; and  

in the case of Us: as per trading address                   

14.2 Any notice shall be deemed to have been received: 

14.2.1 if delivered by hand, on signature of a delivery receipt;  

14.2.2 if sent by pre-paid “signed for” post, at the time recorded by the delivery service; and  

14.2.3 if sent by e-mail, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.  In this clause 14.2.3, business hours mean 9am to 5pm Monday to Friday on a day that is not a public holiday in the place of receipt.   

14.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.   

15. Severance

15.1 If any condition is found by any court or competent jurisdiction to be invalid, that condition will be deemed not to form part of the Agreement. 

16. Partnership, Agency and Right of Third Parties

16.1 No Parties other than You or Us may accrue any rights under this contract and the Contracts (Rights of Third Parties Act) 1999 shall not apply. 

16.2 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between us, constitute either party the agent of the other, or authorise either party to act on behalf of the other. 

17. Variation

17.1 No variation of this Agreement shall be effective unless it is in writing and signed by both of the parties.   

18. Dispute Resolution

18.1 Both Parties shall allocate a staff member to manage the Agreement and the relationship between the Parties.  The relevant staff members shall discuss the contract on a regular basis. 

18.2 In the event of any dispute between the parties the staff member’s managing the Agreement shall initially meet to discuss and attempt to resolve the dispute.  Either party may request such a meeting which the Parties shall use all reasonable endeavours to ensure takes place within 14 days of such a request.  In the event the parties are not able to resolve any dispute within 21 days of a request being made under this clause 18.2 then clause 18.3 shall apply. 

18.3 Each Party shall allocate a senior manager to deal with disputes under this Agreement.  In the event a dispute is not resolved under clause 18.2 either Party may require a senior management meeting to consider the dispute.  When requested a senior management meeting should take place within 14 days of the request and the meeting may be in person, by telephone or video link.  The parties will work in good faith to resolve any dispute.  If resolution is not possible via a senior management meeting the Parties will mediate using the Centre for Effective Dispute Resolution (CEDR).  

18.4 Either Party may give notice in writing to commence mediation within 14 days of the end of the period for negotiation set out in clause 18.3. This does not prevent either Party from beginning court proceedings. 

19. Waiver

19.1 A waiver by either Party of any right under these conditions is only effective if given in writing and will not be deemed a waiver of any subsequent breach or default. A failure or delay by either Party in exercising any right provided in these conditions or by law will not constitute a waiver of that right, nor will it restrict any further exercise. No exercise by either Party of any right provided in these conditions or by law will preclude or restrict the further exercise of any such right. 

20. Warranties 

20.1 Each Party warrants to the other party that their material:   

20.1.1 does not infringe the IPR of any third party. 

20.1.2 complies with all relevant statutes, regulations and laws. 

20.1.3 is accurate and complete and has received necessary consents. 

20.2 Each Party will give notice of any infringement.  

20.3 You or We shall reimburse the others reasonable costs incurred when complying with these provisions. 

20.4 Each Party acknowledges that in entering into this Agreement it does so on the basis of relying on only the provisions set out in this Agreement.  

21 Entire Agreement 

21.1 This Agreement and the documents referred to herein constitute the entire Agreement between the parties for the Services or Deliverables set out in the Client Agreement and, save as expressly referred to or referenced herein, supersedes, replaces and extinguishes all prior representations, writings, negotiations or understandings written or oral on the subject matter. 

21.2 Each party acknowledges and agrees that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty of any person other than as expressly set out in the Agreement and 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 the Agreement.  Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement not in the Agreement. 

22 Governing Law & Jurisdiction  

22.1 This Agreement 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 laws of England.   

22.2 Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.   

Terms and Conditions – Digital Software Services 

23. Use of Digital Software Services (Applicable only where Digital Software Services are provided)

23.1 Subject to You paying the Fees or meeting any requirements as set out in the Client Agreement for the use of any Digital Software Services and subject to the terms set out herein and in the Client Agreement, We shall provide Digital Software Services and (where applicable) grant to You a non-exclusive, non-transferable licence to use Digital Software Services during the Term.  All use of Digital Software Services is solely for Your internal business operations or as otherwise specified in the Client Agreement, and You agree shall not be used for any other purpose.  Use of Digital Software Services and any license are for use via Our hosted service by Authorised Users and not otherwise. 

23.2 You agree and accept that any Authorised Users of Digital Software Services and some other Services may be required to agree to Our required EULAs prior to, and as a condition of, using those Services, such EULAs being subject to change at any time at Our discretion. 

23.3 We give no warranty that access any Digital Software Service is uninterrupted or free of virus or bugs, but We will use reasonable endeavours to ensure this is the case, as far as possible.  Only the Authorised Users, notified to Us and agreed in writing from time to time, will be authorised to use Digital Software Services and specific authority will be required for any Authorised User able to access Data related to another Employee or to amend the Services or request additional services which are not free of charge.   

23.4 You will use Your reasonable endeavours to ensure that only Authorised Users access the Digital Software Services and that, where required for the Digital Software Service, Authorised Users do so using a login provided by Us and password they select.  You will ensure that Authorised Users are aware that the Digital Software Services should be used in accordance with its terms and that only Authorised Users are entitled to access it. 

23.5 You shall not (and shall in so far as possible ensure third parties cannot) disassemble, decompile, reverse-engineer or create derivative works. 

23.6 You shall not, and You shall ensure that Your Authorised Users shall not, access, store, distribute or transmit any viruses, or any material during the course of Your use of Digital Software Services that: 

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 

(b) facilitates illegal activity; 

(c) depicts sexually explicit images; 

(d) promotes unlawful violence; 

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or 

(f) causes damage or injury to any person or property; 

and We reserve the right, without liability to You, to disable Your access to Digital Software Services if You or any Authorised User breach the provisions of this clause. 

You shall not, and You shall ensure that Your Authorised Users shall not,: 

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Digital Software Services in any form or media or by any means; or  

(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Digital Software Services; or 

(c) access all or any part of Digital Software Services in order to build a product or service which competes with Digital Software Services; or 

(d) use Digital Software Services to provide services to third parties; or 

(e) other than as explicitly provided in the Agreement, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Digital Software Services available to any third party except the Authorised Users; or 

(f) attempt to obtain, or assist third parties in obtaining, access to Digital Software Services, other than as provided under this clause 23. 

23.7 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, Digital Software Services and, in the event of any such unauthorised access or use, promptly notify Us. 

24. Provision of Digital Software Services (Applicable only where Digital Software Services are provided)

24.1 We shall, during the Term, provide and make available Digital Software Services to You subject to the terms of the Agreement as provided in the Client Agreement. 

24.2 We shall use commercially reasonable endeavours to make Digital Software Services available 24 hours a day, seven days a week, except for: 

(a) planned maintenance carried out during a maintenance window; and 

(b) unscheduled maintenance performed outside normal business hours. 

24.3 We will operate Digital Software Services using infrastructure, software and services, including hosting and development, as specified by Us in the Client Agreement. Such specification is subject to change at any time at Our sole discretion. Details of the technical specification will be set out or confirmed in the Client Agreement. 

24.4 We will: 

(a) provide Digital Software Services as a service, via the internet, hosted in Our secure environment; 

(b) configure Digital Software Services as specified in the Client Agreement; 

(c) set up any Authorised Users agreed with You for the specified elements of Digital Software Services; 

(d) distribute access credentials for the Authorised Users to enable them to access the system; 

(e) provide You will the facilities to upload any data required for Digital Software Services and to access the services provided by the elements of Digital Software Services You have purchased. 

25. Digital Software Services Indemnity (Applicable only where Digital Software Services are provided)

25.1 We shall defend You, Your officers, directors and employees against any claim that Digital Software Services infringes any third party Intellectual Property Rights, and shall indemnify You for any amounts awarded against You in judgment or settlement of such claims, provided that: 

(a) We are given prompt notice of any such claim; 

(b) You provide reasonable co-operation to Us in the defence and settlement of such claim, at Our expense; and 

(c) We are given sole authority to defend or settle the claim. 

25.2 In the defence or settlement of any claim, We may procure the right for You to continue using Digital Software Services, replace or modify Digital Software Services so that it becomes non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 5 Business Days’ notice to You without any additional liability or obligation to pay liquidated damages or other additional costs to You.  

25.3 In no event shall We, Our employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on: 

(a) a modification of Digital Software Services by anyone other than Us; or 

(b) Your use of Digital Software Services in a manner contrary to the instructions given to You by Us; or 

(c) Your use of Digital Software Services after notice of the alleged or actual infringement from Us or any appropriate authority. 

25.4 This clause sets out Your sole and exclusive rights and remedies, and Our (including Our employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any IPR or right of confidentiality.