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Payments

Joining instructions and invoices will be received with 72 hours following the booking.
Full payment must be made within 30 days following invoice or prior to attending training, whichever falls earlier
Alcumus/ISOQAR Limited reserves the right to refuse a delegate who attends any course where the fee has not been paid in advance.
All courses are subject to VAT.

Name Change

If a delegate is unable to attend and wished to change the name of the person going, this can be done free of charge up to the day before the start date of the course.

Transfers

  1. Delegates may transfer once to an alternative date. This is dependent on availability. The request to transfer needs to be done in writing to academy@alcumusgroup.com. If the request to transfer is made 28 days or more prior to the start date of the course, the transfer is free of charge.

  2. If notification is received between 14-27 days prior to the start date of the course, Alcumus reserves the right to charge 20% of the course fee.

  3. If notification is received between 1-13 days prior to the start date of the course, Alcumus reserves the right to charge 50% of the course fee.

  4. If a delegate fails to attend training and does not notify Alcumus prior to the start date, then Alcumus reserves the right to charge 100% of the course fee.

Cancellations

  1. All cancellations must be received in writing to academy@alcumusgroup.com

  2. If Alcumus are notified 28 days or more prior to the start date of the course, cancellation is free of charge.

  3. If notification is received between 14-27 days prior to the start date of the course, Alcumus reserves the right to charge 50% of the course fee

  4. If notification is received between 1-13 days prior to the start date of the course, Alcumus reserves the right to charge 100% of the course fee.

  5. If a delegate fails to attend training and does not notify Alcumus prior to the start date, then Alcumus reserves the right to charge 100% of the course fee.
     

Course Dates/ Timings/ Locations

  1. While every effort will be made by Alcumus to not amend or cancel dates, should it become necessary for us to cancel/re-schedule a course or to change its location, delegates will be notified as soon as possible.

  2. Alcumus will provide options for an alternative date/location.

  3. Alcumus liability shall be limited to this repayment alone.  No refunds will be made for external costs, i.e., hotels and travel, please book flexible hotels/travel if possible

  4. All course timings are estimated and are based on a full course of 12 delegates. The start times are unaffected by group size, but the scheduled end timings maybe earlier than described if there are fewer than eight delegates.

IEX COVID-19 REPORTING TOOL – TERMS AND CONDITIONS

Annex 1 – Terms and Conditions (Free Apps). You will be required to sign up to these when using the free apps.

Annex 2 – Terms and Conditions (Premium Apps). You will be required to sign up to these when purchasing the premium apps.

 
Alcumus Info Exchange Limited COVID-19 Reporting Tool Agreement

1. INTERPRETATION

1.1 The terms of this Agreement set out the basis on which the Client appoints IEX to provide the Services.

1.2 The definitions and rules of interpretation in this clause apply in this Agreement.
 
Authorised Users those users as required by IEX, and those employees, agents and independent contractors of the Client who are authorised by the Client to use the Services and the Documentation.
 
Client The party who has entered into this Agreement to receive the Services.
 
Client Data the data inputted into the Software by the Client, Authorised Users, or IEX on the Client's behalf, or other data relating to the Client communicated to or processed or generated by IEX, for the purpose of using the Services or facilitating the Client's use of the Services.
 
Commencement Date the date of the Client’s electronic acceptance of the terms of this Agreement.
 
Documentation the document known as “Info Exchange Managed Services Overview v 17.2” and the “Alcumus Group Systems Policy Issue 3”, made available to the Client by IEX which sets out a description of the Services together with any other technical know-how, reports, plans, brochures, training materials or other documentation prepared by or on behalf of IEX, and which IEX may amend at its absolute discretion from time to time.  
                                                                                                                  
Fees the Client shall pay consideration of £1 for the Services provided under this Agreement.
 
Group in relation to a company, that company, any subsidiary, or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
 
IEX Alcumus Info Exchange Limited incorporated and registered in England and Wales with company number 04111074 whose registered office is at Axys House Heol Crochendy, Parc Nantgarw, Cardiff, Wales, CF15 7TW.
 
IP any patent, patent applications, trademarks or trading names (in each case whether registered or unregistered), trademark applications, know-how, design rights registered or unregistered (including registered design applications), Confidential Information, copyright, database rights and all other intellectual property rights, including any rights analogous to the same subsisting at anywhere in the world at any time.
 
Services the COVID 19 reporting tool provided by IEX to the Client (at IEX’s absolute discretion) under this Agreement via a website notified to the Client by IEX from time to time.
 
Software the online software applications provided by IEX as part of the Services.
 
Virus any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.


  1.3 Clause, schedule, annex and paragraph headings shall not affect the interpretation of these conditions. Words in the singular shall include the plural and vice versa. A reference to writing or written includes email but not fax.

1.4 A reference to a statute includes any amendment, variation or replacement to the same. References to any statutes or statutory regulations shall be deemed to include any subsequent revisions or re-enactments thereof.

2. BASIS OF SUPPLY

2.1 IEX will provide an online COVID 19 reporting tool with built in calculations and status(s) to manage the Client’s workforce. The ‘live’ dashboards will give a real-time insight into the exact COVID 19 situation across the Client’s business. Subject to the Client paying the Fees, IEX shall license the Software and supply the Services to the Client in accordance with this Agreement for the Term.

2.2 This Agreement constitutes the entire understanding of the parties in connection with the matters herein contained and supersedes and overrides any prior agreements, promises, undertakings or representations (whether written, oral or implied) relating to the subject matter herein. In no circumstances will any conditions of purchase submitted at any time by the Client be applied to this Agreement.

  3. USER SUBSCRIPTIONS

3.1 Subject to the Client paying the Fees, and complying with all obligations in this Agreement, IEX hereby grants to the Client a royalty free, non-exclusive, non-transferable, revocable right to permit the Authorised Users to use the Software during the Term for all reasonable purposes relating to the Services and solely for the Client’s business purposes. The Client shall and shall ensure that any Authorised Users use and operate the Software solely in accordance with IEX’s instructions and in accordance with generally accepted principles of internet usage.

3.2 The Client shall not, and shall procure that any Authorised Users shall not access, store, distribute or transmit any Viruses, or any material during its use of the Software that:

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

(b) facilitates illegal activity, or, depicts sexually explicit images, or, promotes unlawful violence; or

(c) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(d) is in a manner that is otherwise illegal or causes damage or injury to any person or property; or

(e) in breach of confidence, copyright, privacy, IP or other rights, or to send or to provide unsolicited advertising or promotional material, and IEX reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to the Software where the Client breaches any of the provisions of this clause 3.2 or clause 3.1.

3.3    The Client shall not, and shall procure that each Authorised User shall not (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties):

(a)    attempt to copy, adapt, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or the Documentation (as applicable) 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, or make error connections in all or any part of the Software; or

(c)    access all or any part of the Software and/or the Documentation, in order to build a product or service which competes with the Software, the Services and/or the Documentation; or

(d)    use the Software and/or the Documentation to provide services to third parties; or

(e)    subject to clause 15.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software and/or the Documentation available to any third party except the Authorised Users; or

(f)    attempt to obtain, or assist third parties in obtaining, access to the Software and/or the Documentation, other than as provided under this clause 3.

3.4    The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify IEX. Without prejudice to any rights or remedies which may be available to IEX, if any Viruses are transmitted or introduced into the Software or any IT system used by IEX in relation to the Services by the Client or any Authorised User, the Client shall promptly notify IEX and, unless otherwise directed by IEX, shall take any such action at its own cost as is reasonably necessary to eliminate such Viruses and/or ameliorate their effect.

3.5    The Client shall ensure that it maintains an up to date list of all Authorised Users with access to the Software at any given time and shall provide the list to IEX promptly upon request. The Client shall ensure that each Authorised User keeps his or her username and password confidential and does not at any time share any access details with any other person. The Client shall promptly notify IEX if an Authorised User is no longer an Authorised User. 

4.    SERVICES

4.1    The Services shall be provided in accordance with this Agreement.  Any other descriptive material, including the Documentation, provided by IEX to the Client is provided only to assist the Client and does not form part of this Agreement. Save as provided by law, IEX accepts no liability of any kind in respect of the performance of the Services. 

4.2    IEX may amend the Services in its sole and absolute discretion at any time.  

5.    CLIENT DATA
5.1    The Client shall own all right, title and interest in and to all of the Client Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data. 
5.2    The parties agree that, with respect to any Client Data that constitutes personal data, the parties shall comply with their respective obligations in Schedule 1 (Data Protection).

5.3    Save as required by law, IEX accepts no liability in the event of any loss or damage to the Client Data, and any Client Data is provided to IEX at the Client’s risk. For the avoidance of doubt, IEX shall not be responsible for any loss, destruction, alteration or disclosure of the Client Data caused by any third party.

6.    NOT USED

7.    IEX'S OBLIGATIONS

7.1    IEX shall supply the Services on a discretionary, no-warranty, trial basis to the Client. IEX reserves the right to remove the Services at any time, for any reason, without notice to the Client and excludes all liability in relation to the same. 

7.2    This Agreement shall not prevent IEX from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

8.    CLIENT'S OBLIGATIONS

8.1    The Client shall provide IEX with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by IEX in order to provide the Services and shall:

(a)    be responsible for the accuracy and legitimacy of all information from time to time provided to IEX and ensure that none of it infringes the IP or defames any person and indemnify and keep IEX indemnified accordingly;

(b)    without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;

(c)    ensure that the Authorised Users use the Software, Services and the Documentation in accordance with this Agreement and be responsible for any action by an Authorised User that constitutes a breach of this Agreement;

(d)    obtain and shall maintain all necessary licences, consents, and permissions necessary for IEX, its contractors and agents to perform their obligations under this Agreement; and

(e)    be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to IEX's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.

8.2    The Client hereby acknowledges that the provision by IEX of the Services in accordance with this Agreement does not absolve the Client from any obligation, including any statutory duty or obligation, to which it may from time to time be subject. 

8.3    IEX shall obtain the Client’s prior written consent (not to be unreasonably withheld or delayed) before announcing, either verbally or in writing, that IEX has undertaken Services for the Client.

9.    CHARGES AND PAYMENT

9.1    The Client shall pay to IEX:

(a)    the Fees; and

(b)    all other fees agreed between the parties from time to time.

9.2    If the Client requires IEX to carry out any additional services not specified in the Services, IEX shall be entitled to make additional charges for such services subject to the prior agreement of the parties.

10.    PROPRIETARY RIGHTS

10.1    The Client acknowledges and agrees that IEX owns and shall retain all ownership of IP rights in the Software, Services and the Documentation or any material created by or on behalf of IEX whether specifically for the purposes of this Agreement or otherwise.

10.2    Except as expressly stated herein, this Agreement does not grant the Client any rights to, under or in, any IP or any other rights or licences in respect of the Software, Services or the Documentation.

10.3    IEX confirms that it has all the rights in relation to the Software, Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

10.4    IEX shall be entitled to remove access to any Software for which it retains title for any reason and at any time without providing advance notice to the Client.

10.5    The Client shall not be entitled to rely on the content of the Documentation or any other deliverables or information provided by IEX during this Agreement. For the avoidance of doubt, IEX accepts no liability for use of the Documentation or any other information provided to the Client.

11.    CONFIDENTIALITY 

11.1    Each party shall keep confidential all information (in any media) that is proprietary or confidential in nature and is either clearly labelled as such or identified as Confidential Information (‘Confidential Information’) obtained from the other pursuant to or in contemplation of this Agreement, shall use the same only for the purposes of this Agreement and shall not disclose such Confidential Information to any person (except to its own employees or, in the case of IEX, its employees and sub-contractors and then only to those employees or sub-contractors who need to know the same) without the other’s prior written consent.  In addition, the Client shall keep confidential and not disclose (except as mentioned) any terms of this Agreement.

11.2    Each party agrees that the obligation contained in clause 11.1 shall continue in force without limitation in point of time notwithstanding the termination of this Agreement for any reason, but shall cease to apply to information that falls within the remit of clause 11.3.

11.3    The obligations of the parties pursuant to clauses 11.1 and 11.2 shall not extend to any information which: (i) was rightfully in the possession of the receiving party (and at its free disposal) prior to the commencement of negotiations leading to this Agreement; (ii) which is already public knowledge or becomes so at a future date otherwise than as the result of a breach of this clause 11; (iii) whose disclosure is required (and to the extent that it is required) by law; or (iv) which is received independently from another source without the imposition of any duty of confidence.

12.    INDEMNITY

12.1    The Client shall defend, indemnify and hold harmless IEX against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with: (i) the Client's use of the Software, Services and/or the Documentation in breach of the requirements of this Agreement (including any breach of the Client’s obligations in clause 3.2 and clause 3.3); and/or (ii) any breach or infringement of third party IP rights relating to materials provided by the Client to IEX in connection with this Agreement.

13.    LIMITATION OF LIABILITY 

13.1    This clause 13 sets out the entire financial liability of IEX (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client:

(a)    arising under or in connection with this Agreement;

(b)    in respect of any use made by the Client of the Software, the Services and/or the Documentation or any part of them; and

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

13.2    Except as expressly and specifically provided in this Agreement:

(a)    the Client assumes sole responsibility for results obtained from the use of the Software and/or Services by the Client, and for conclusions drawn from such use. IEX shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to IEX by the Client in connection with the Software and/or the Services, or any actions taken by IEX at the Client's direction;

(b)    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

(c)    the Services, the Software and the Documentation are provided to the Client on an "as is" basis.

13.3    Nothing in this Agreement excludes the liability of either party for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

13.4    Subject to clause 13.3:

(a)    IEX shall not be liable in any circumstances, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any (direct or indirect) loss of profits, loss of business or business opportunity, loss of anticipated savings,  depletion of goodwill and/or similar losses or loss, loss of or damage to or corruption of data or information, pure economic loss, third party claims, loss of downtime of the Services for maintenance or emergencies, loss which could have been avoided through reasonable conduct of the Client taking reasonable precautions, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement. The Client is strongly advised to insure against all such potential loss, damage, expense or liability; and

(b)    if IEX’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, IEX shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay; and  

(c)    IEX's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement, including any liability under clauses 10, 12, 11 and/or Schedule 1 shall be limited to the total Fees paid under the Agreement during the 12 months immediately preceding the date on which the claim arose.

13.5    Nothing in this clause 13 shall confer any right or remedy upon the Client to which it would not otherwise be legally entitled.

13.6    The Client hereby acknowledges and agrees that the limitations of liability referred to in clause 13.4 are fair and reasonable are just and equitable having full regards to the extent of IEX’s responsibility for any loss or damage suffered.

13.7    Save as required by law, the Client’s exclusive remedy for any default or defect in the performance of the Services by IEX shall be to terminate the Agreement.

14.    TERMINATION 

14.1    The Agreement shall commence at the Commencement Date and continue until terminated by either Party. For the avoidance of doubt, IEX may terminate this Agreement immediately at any time at its absolute discretion and convenience. 

14.2    Termination of this Agreement for any reason shall not affect any accrued rights or liabilities of either party which has accrued up until the date of the termination.

14.3    Upon termination of this Agreement for any reason, all licences granted under this Agreement shall immediately terminate and the Client shall immediately cease using the applicable Software and Documentation.  In addition, the Client shall, at IEX’s option, either return all copies of Documentation and Confidential Information to IEX, or destroy all copies of such Documentation and Confidential Information.

14.4    Upon termination of this Agreement, IEX may destroy or otherwise dispose of any of the applicable Client Data in its possession unless IEX receives, no later than thirty (30) days after the date of the termination, a written request for the delivery to the Client of the then most recent back-up of the applicable Client Data. IEX shall use reasonable commercial endeavours to deliver the back-up to the Client (in such format as decided by IEX at its absolute discretion) within 120 days of its receipt of such a written request. The Client shall pay all reasonable expenses incurred by IEX in returning or disposing of the applicable Client Data, together with IEX’s fees for undertaking the delivery, charged in accordance with IEX’s then current rates.

14.5    Clauses 1, 8, 9, 10, 11, 12, 13.2, 13.3, 13.4, 13.9, 14 and paragraphs 1.4.6 and 1.7 of Schedule 1 shall survive termination. 

15.    GENERAL

15.1    Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and the legal successors of IEX, but shall not be assignable by the Client, in whole or in part, without the prior written consent of IEX.  IEX may assign, transfer or sub-contract all or any part of its obligations under this Agreement without the consent of the Client.

15.2    Waiver. A waiver by either party of any breach of or failure to perform this Agreement, or of a right under this Agreement, shall not be considered as a waiver of any subsequent breach of the same or any other provision.  Any waiver shall be in writing to be effective.

15.3    Severance. If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected as a result. It is the parties’ intention that every provision of this Agreement shall be and shall remain valid and enforceable to the fullest extent permitted by law. 

15.4    Notices. Notices or other documents to be given under this Agreement shall be in writing and delivered by hand or sent by registered post or email to the party concerned at the address set out in this Agreement or if no address is given, the registered address of such party.  Any such notice or other document shall be deemed to have been received by the addressee if delivered, upon delivery; if posted, on the second Business Day following the date of posting; and if sent by email, at the time of transmission. 

15.5    Anti-bribery. Both parties shall comply, and shall ensure that each of their subcontractors, agents and personnel comply, with any relevant and applicable anti-bribery and corruption laws, regulations and/or directives related to the provision and receipt of the Services. 

15.6    Modern Slavery. In performing its obligations under this Agreement, each party shall procure (and shall procure that each member of its Group) complies with the terms of the Modern Slavery Act 2015.

15.7    Third Party Rights. A person who is not a party to this Agreement shall not have rights under or in connection with it pursuant to the Contracts (rights of Third Parties) Act 1999.

15.8    No partnership or agency. For the purposes of this Agreement, IEX shall be an independent contractor, and neither IEX nor its subcontractors nor its directors nor employees shall be deemed to be an employee or agent or partner of the Client.

15.9    Governing Law and Jurisdiction. This Agreement, including any non-contractual disputes or claims arising in connection with it, is governed by the laws of England and Wales and the English and Welsh courts shall have exclusive jurisdiction to resolve any disputes arising as a result of or in connection with it.

This Agreement has been entered into on the date stated at the beginning of it.

Schedule 1    

1    DATA PROTECTION

1.1    In this paragraph 1:

1.1.1    ‘personal data’, ‘data controller’, ‘data processor’, ‘data subject’ and ‘process’ or ‘processing’ each have the same meaning as used in the Data Protection Laws;

1.1.2    “Client Personal Data” means any and all personal data which is provided by or on behalf of the Client to IEX or which is otherwise processed by IEX as a result of or in connection with the provision of the Services and for which the Client is the data controller, as specifically identified in Annex 1; and

1.1.3    "Data Protection Laws" means the Data Protection Act 2018, Data Protection Directive (95/46/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003, Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (commonly known as the "GDPR"), together with any and all other laws, regulations or other statutory instruments relating to the protection of personal data applicable to IEX and/or Client in any relevant jurisdiction. 

1.2    The parties agree that, with respect to the parties' rights and obligations under this Agreement and with respect to any Client Personal Data, the Client is the data controller and IEX is the data processor and that, in circumstances where IEX processes personal data on behalf of the Client, IEX in each case shall comply with the requirements of this paragraph 1. 

1.3    The parties have agreed that the description of the processing is as set out in Annex 1.

1.4    IEX shall:

1.4.1    comply with its obligations under any applicable laws regarding the Client Personal Data (including the Data Protection Laws), and shall not by any act or omission put the Client in breach of any such laws (including the Data Protection Laws);

1.4.2    only process any Client Personal Data for the purposes of providing the Services (and for no other purpose whatsoever) and only in accordance with the Client's written instructions from time to time;

1.4.3    notify the Client as soon as is reasonably practicable if IEX reasonably believes an instruction from the Client breaches (or could cause either party to breach) the Data Protection Laws;

1.4.4    process Client Personal Data other than in accordance with paragraph 1.4.1 only if required to do so by law, in which case IEX shall inform the Client of the relevant legal requirement before processing;

1.4.5    ensure that access to the Client Personal Data is strictly limited to persons (including any employee or sub-processor) who need access to it as strictly necessary to perform the Services and that all such persons are informed of the confidential nature of the Client Personal Data, are subject to contractual or statutory obligations of confidentiality, and are assessed by IEX to ensure their reliability;

1.4.6    keep appropriate records of all processing activity carried out by IEX in accordance with this Agreement, including the permissioning, access to and control of the Client Personal Data, and books of account;

1.4.7    ensure that Client Personal Data is kept secure and shall implement, and at all times maintain, appropriate technical and organisational measures to protect the Client Personal Data (ensuring in each case a level of security appropriate to the risk) to prevent, and take prompt and proper remedial action against, unauthorised or unlawful processing (including access, copying, modification, storage, reproduction, display, disclosure or distribution) accidental loss of or damage to the Client Personal Data;

1.4.8    provide to the Client at any time on request a detailed written description of the technical and organisational measures in place to protect the Client Personal Data as required under paragraph 1.4.7 above;

1.4.9    not transfer the Client Personal Data to countries outside the European Economic Area ("EEA") without Client's prior written authorisation (which may be refused at the Client’s sole discretion or granted subject to such conditions as the Client (in its sole discretion) deems necessary) and, at the reasonable request of the Client, enter into a separate written agreement relating to the transfer of personal data outside of the EEA (or otherwise enter into an alternative arrangement as may be approved under the Data Protection Laws relating to the transfer of data outside of the EEA);

1.4.10    promptly and fully notify the Client in writing of any notices received by IEX (or any sub-processor) relating to the processing of any Client Personal Data, including requests from individual data subjects in relation to the exercise of their rights (including subject access requests), complaints and/or correspondence from any regulatory body including any competent data protection supervisory authority and provide such information and assistance as the Client may reasonably require in relation to any such notice; 

1.4.11    assist the Client in meeting the Client's obligations regarding the exercise of data subjects' rights in accordance with the Data Protection Laws;

1.4.12    assist the Client in meeting the Client's obligations under the Data Protection Laws with respect to data security, breach notification, data protection impact assessments and prior consultation with or notification to a competent data protection supervisory authority; 

1.4.13    not permit any processing of the Client Personal Data by any agent, sub-contractor, service provider or other third party ("sub-processor") without the prior written authorisation of the Client in each case, and shall ensure in each case that prior to the sub-processor processing any Client Personal Data, the sub-processor shall enter a written contract with the Supplier which is on terms equivalent to those set out in this Agreement. Notwithstanding the engagement of any sub-processors, IEX shall remain liable to the Client for the acts and omissions of such third parties as if they were acts and omissions of IEX;

1.4.14    on request at any time and on termination of this Agreement, at the Client’s option either return to the Client all Client Personal Data and copies of it in such format as the Client may require or, at the Client’s written request, securely destroy the Client Personal Data in any manner the Client may specify; and

1.4.15    at the reasonable request of the Client, make available to the Client all information necessary to demonstrate IEX's (and any sub-processor's) compliance with this paragraph 1 and permit the Client and its representatives to inspect and audit IEX’s data processing activities (and those of its sub-processors) and comply with all reasonable requests to enable the Client to verify and/or procure that IEX (and any sub-processor) is complying with this paragraph 1.

1.5    Without prejudice to paragraph 1.4.13, the Client acknowledges that the signing of this Agreement acts as authorisation (as required by paragraph 1.4.13) for the appointment of the sub-processors set out in Annex 1. For the avoidance of doubt, each SOW shall contain the information outlined in Annex 1 in relation to the specific Services provided under that SOW. 

1.6    The Client is solely responsible for establishing the lawful basis for the processing of Client Personal Data by IEX under this Agreement, including where applicable the obtaining of all necessary consents from data subjects, and shall notify IEX on request of the applicable lawful basis for any processing IEX is required to perform.

1.7    The Client shall indemnify and keep indemnified IEX in full and hold it harmless on demand from and against any claims, losses, costs, fines or damages suffered or incurred by IEX or for which IEX may become liable arising out of or in connection with any breach of this Schedule 1 by the Client. The Client’s total liability arising under this Schedule 1 shall not exceed the sum of £500,000 (five hundred thousand pounds), and the Client will not in any circumstances have any liability for any indirect, special or consequential loss.
 
Annex 1 - Description of Processing
 
Subject matter of the processing The processing of personal data to the extent necessary for the provision of the Services by IEX.
Duration of the processing The Term and thereafter in accordance with IEX’s data retention policy.
 
Nature of the processing The processing of personal data to the extent necessary for the provision of the Services by IEX.
Purpose of the processing The processing of personal data to the extent necessary for the provision of the Services by IEX.
Personal data types Client employee data (including but not limited to) names, contact addresses, contact telephone numbers and health and wellbeing status.
 
Categories of data subjects Client employees
 
Obligations and rights of the controller
 
As set out in this Agreement.
Appointed Sub-Processors
 
The following sub-processors may process personal data in accordance with this Contract:
Rackspace Limited (managed hosting service)
Enable International Limited (hosting and development partner)
 


























Alcumus Info Exchange Limited

COVID-19 reporting tool Agreement (Premium Apps) (“Agreement”)

1.    INTERPRETATION

1.1    The terms of this Agreement set out the basis on which the Client appoints IEX to provide the Services.  

1.2    The definitions and rules of interpretation in this clause apply in this Agreement.
 
Authorised Users those users as required by IEX, and those employees, agents and independent contractors of the Client who are authorised by the Client to use the Services and the Documentation.
 
Client the party who has entered into this Agreement to receive the Services.
 
Client Data the data inputted into the Software by the Client, Authorised Users, or IEX on the Client's behalf, or other data relating to the Client communicated to or processed or generated by IEX, for the purpose of using the Services or facilitating the Client's use of the Services.
 
Commencement Date the date of the Client’s electronic acceptance of the terms of this Agreement on the weblink provided to the Client by IEX.
 
COVID-19 Reporting Tool the online COVID-19 reporting tool made available to the Client under the Free COVID-19 Agreement which includes the free COVID-19 apps together with any Premium Apps purchased under this Agreement.
 
Documentation the document known as “Info Exchange Managed Services Overview v17.2” and the “Alcumus Group Systems Policy Issue 3”, made available to the Client by IEX which sets out a description of the Services together with any other technical know-how, reports, plans, brochures, training materials or other documentation prepared by or on behalf of IEX, and which IEX may amend at its absolute discretion from time to time.  
                                                                                                                   
Fees means the fees as set out in the online basket ordering process.
 
Group in relation to a company, that company, any subsidiary, or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
 
IEX Alcumus Info Exchange Limited incorporated and registered in England and Wales with company number 04111074 whose registered office is at Axys House Heol Crochendy, Parc Nantgarw, Cardiff, Wales, CF15 7TW
 
IP any patent, patent applications, trademarks or trading names (in each case whether registered or unregistered), trademark applications, know-how, design rights registered or unregistered (including registered design applications), Confidential Information, copyright, database rights and all other intellectual property rights, including any rights analogous to the same subsisting at anywhere in the world at any time.
 
Normal Business Hours 8am to 6pm local UK time, on a day other that a Saturday, Sunday or public holiday in England.
 
Premium Apps the premium online software applications provided by IEX as part of the Services.
 
Services the premium apps made available to the Client in the COVID 19 reporting tool provided by IEX to the Client under this Agreement via a web browser-enabled platform notified to the Client by IEX from time to time.
 
Software
 
the Premium Apps provided by IEX as part of the Services.
Term means a period of 12 months from the Commencement Date.
 
Virus any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.



1.3    Clause, schedule, annex and paragraph headings shall not affect the interpretation of these conditions.  Words in the singular shall include the plural and vice versa. A reference to writing or written includes email but not fax.

1.4    A reference to a statute includes any amendment, variation or replacement to the same. References to any statutes or statutory regulations shall be deemed to include any subsequent revisions or re-enactments thereof. 

2.    BASIS OF SUPPLY 

2.1    Under a separate agreement (the “Free COVID 19 Agreement”) IEX will provide the COVID-19 Reporting Tool. Under this Agreement, and subject to the Client paying the Fees, IEX shall now license to the Client the Premium Apps and supply the Services to the Client in accordance with this Agreement for the Term.

2.2    This Agreement constitutes the entire understanding of the parties in connection with the matters herein contained and supersedes and overrides any prior agreements, promises, undertakings or representations (whether written, oral or implied) relating to the subject matter herein. In no circumstances will any conditions of purchase submitted at any time by the Client be applied to this Agreement.

3.    USER SUBSCRIPTIONS

3.1    Subject to the Client paying the Fees, and complying with all obligations in this Agreement, IEX hereby grants to the Client a royalty free (save for the payment of the Fees), non-exclusive, non-transferable, revocable right to permit the Authorised Users to use the Software during the Term for all reasonable purposes relating to the Services and solely for the Client’s business purposes. The Client shall and shall ensure that any Authorised Users use and operate the Software solely in accordance with IEX’s instructions and in accordance with generally accepted principles of internet usage.

3.2    The Client shall not, and shall procure that any Authorised Users shall not access, store, distribute or transmit any Viruses, or any material during its use of the Software that:

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

(b)    facilitates illegal activity, or, depicts sexually explicit images, or, promotes unlawful violence; or

(c)    is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(d)    is in a manner that is otherwise illegal or causes damage or injury to any person or property; or

(e)    in breach of confidence, copyright, privacy, IP or other rights, or to send or to provide unsolicited advertising or promotional material,

and IEX reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to the Software where the Client breaches any of the provisions of this clause 3.2 or clause 3.1.

3.3    The Client shall not, and shall procure that each Authorised User shall not (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties):

(a)    attempt to copy, adapt, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or the Documentation (as applicable) 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, or make error connections in all or any part of the Software; or

(c)    access all or any part of the Software and/or the Documentation, in order to build a product or service which competes with the Software, the Services and/or the Documentation; or

(d)    use the Software and/or the Documentation to provide services to third parties; or

(e)    subject to clause 15.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software and/or the Documentation available to any third party except the Authorised Users; or

(f)    attempt to obtain, or assist third parties in obtaining, access to the Software and/or the Documentation, other than as provided under this clause 3.

3.4    The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify IEX. Without prejudice to any rights or remedies which may be available to IEX, if any Viruses are transmitted or introduced into the Software or any IT system used by IEX in relation to the Services by the Client or any Authorised User, the Client shall promptly notify IEX and, unless otherwise directed by IEX, shall take any such action at its own cost as is reasonably necessary to eliminate such Viruses and/or ameliorate their effect.

3.5    The Client shall ensure that it maintains an up to date list of all Authorised Users with access to the Software at any given time and shall provide the list to IEX promptly upon request. The Client shall ensure that each Authorised User keeps his or her username and password confidential and does not at any time share any access details with any other person. The Client shall promptly notify IEX if an Authorised User is no longer an Authorised User. 

4.    SERVICES

4.1    The Services shall be provided in accordance with this Agreement.  Any other descriptive material, including the Documentation, provided by IEX to the Client is provided only to assist the Client and does not form part of this Agreement. 

4.2    Provision of the Services under this Agreement will be subject always to the provision of the Services to the Client under the Free COVID-19 Agreement. To the extent that such Free COVID-19 Agreement ceases to exist, IEX reserves all right to terminate this Agreement with effect from the date of termination under the Free COVID-19 Agreement.

4.3    Where any timescales are given by IEX or in the Documentation for the performance of any Services, such timescales are given 
as estimates only and accordingly no liability shall accrue to IEX in the event that any such timescales are not met. Time for performance of the Services shall not be of the essence. Notwithstanding the foregoing, IEX agrees to use reasonable endeavours to adhere to any such timescales and shall keep the Client up-to-date with any delays, the reasons for such delays and the steps IEX is taking to mitigate any such delays.  
  
4.4    IEX will, as part of the Services, provide the Client with IEX's standard client support services by e-mail and telephone during Normal Business Hours during the Term. IEX may amend this provision in its sole and absolute discretion from time to time, provided that any such amendments shall not have a material detrimental impact on the Services.  The Client may purchase enhanced support Services separately.

5.    CLIENT DATA

5.1    The Client shall own all right, title and interest in and to all of the Client Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data. The Client acknowledges that IEX provides the Services on reliance of such Client Data. The provision of the Services by IEX is based on the Client Data and IEX shall not have any duty to check the accuracy or completeness of the Client Data. IEX accepts no liability for the incorrect provision of Services based on Client Data provided by the Client under this Agreement.  

5.2    The parties agree that, with respect to any Client Data that constitutes personal data, the parties shall comply with their respective obligations in 0 (Data Protection).

5.3    IEX shall follow its back up procedures for the Client Data as set out in the Documentation.  In the event of any loss or damage to the Client Data, the Client's sole and exclusive remedy shall be for IEX to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by the IEX in accordance with the archiving procedure described in the Documentation. IEX shall not be responsible for any loss, destruction, alteration or disclosure of the Client Data caused by any third party (except those third parties sub-contracted by IEX to perform the Services).

6.    VARIATIONS

6.1    IEX shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not adversely affect the nature or quality of the Services, and IEX shall notify the Client of the relevant changes.

6.2    Subject to clause 6.1, no variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of a duly authorised representative of each of the parties. 

7.    IEX'S OBLIGATIONS

7.1    IEX shall supply the Services with reasonable skill, care and diligence to the standards of a reasonably qualified and competent provider of services similar to the Services. IEX shall provide the Services in accordance with the Documentation. 

7.2    The obligations in clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to IEX's instructions, or modification or alteration of the Services by any party other than IEX or IEX's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, IEX will, use reasonable commercial endeavours to correct any such non-conformance, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.  Notwithstanding the foregoing, IEX:

(a)    does not warrant that the Client's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Client through the Services will meet the Client's requirements; and

(b)    is 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 the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities,and excludes any liability in relation to the same.

7.3    This Agreement shall not prevent IEX from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

7.4    The Client shall give notice to IEX as soon as practicable upon becoming aware of a breach by IEX of its obligations under clause 7.1.

8.    CLIENT'S OBLIGATIONS

8.1    The Client shall provide IEX with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by IEX in order to provide the Services and shall:

(a)    be responsible for the accuracy and legitimacy of all information from time to time provided to IEX and ensure that none of it infringes the IP or defames any person and indemnify and keep IEX indemnified accordingly;

(b)    without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;

(c)    ensure that the Authorised Users use the Software, Services and the Documentation in accordance with this Agreement and be responsible for any action by an Authorised User that constitutes a breach of this Agreement;

(d)    obtain and shall maintain all necessary licences, consents, and permissions necessary for IEX, its contractors and agents to perform their obligations under this Agreement;

(e)    be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to IEX's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.

8.2    The Client hereby acknowledges that the provision by IEX of the Services in accordance with this Agreement does not absolve the Client from any obligation, including any statutory duty or obligation, to which it may from time to time be subject. 

8.3    The Client agrees that IEX shall not be liable under any circumstances for any delays, errors or problems caused by any act or omission on the part of the Client, its agents or employees. IEX may levy additional charges (at its then current standard rates) resulting from any additional work or additional costs incurred or undertaken as a consequence of any such act or omission.

8.4    IEX shall obtain the Client’s prior written consent (not to be unreasonably withheld or delayed) before announcing, either verbally or in writing, that IEX has undertaken Services for the Client.  
 
9.    CHARGES AND PAYMENT

9.1    The Client shall pay to IEX:

(a)    the Fees; and

(b)    all other fees agreed between the parties from time to time.

9.2    The Client shall either:

(a)    pay for the Services using a credit or debit card during the online ordering process; or
 
(b)    where the Client does not pay for the Services online, provide to IEX on the Commencement Date a valid, up-to-date and complete approved purchase order information acceptable to IEX (if required) and/or any other relevant valid, up-to-date and complete contact and billing details and IEX shall invoice the Client for the Fees in accordance with this Agreement.

9.3    The Client shall pay the Fees specified in any invoice issued in accordance with clause 9.2(b) within thirty (30) days of the date of such invoice by BACS transfer into IEX’s account as notified in writing by IEX from time to time. 

9.4    If IEX has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of IEX:

(a)    IEX may, without liability to the Client, disable the Client's password, account and access to all or part of the Software or the Services and IEX shall be under no obligation to provide any or all of the Software or the Services while the invoice(s) concerned remain unpaid; and

(b)    interest shall accrue on such due amounts at an annual rate equal to 5% per annum above the Bank of England base rate as at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. The Client shall pay the interest together with the overdue amount. 

9.5    All amounts and fees stated or referred to in this Agreement:

(a)    shall be payable in pounds sterling;

(b)    are non-cancellable and non-refundable, unless otherwise stated in this Agreement; and

(c)    are exclusive of value added tax, which shall be added to the online basket or IEX's invoice(s) at the appropriate rate.

9.6    All payments to be made by the Client under this Agreement shall be made in full without any set-off, restriction or conditions and without any deduction of or on account of any counterclaim. 

9.7    If the Client requires IEX to carry out any additional services not specified in the Services, IEX shall be entitled to make additional charges for such services subject to the prior agreement of the parties.

10.    PROPRIETARY RIGHTS

10.1    The Client acknowledges and agrees that IEX owns and shall retain all ownership of IP rights in the Software, Services and the Documentation or any material created by or on behalf of IEX whether specifically for the purposes of this Agreement or otherwise.

10.2    Except as expressly stated herein, this Agreement does not grant the Client any rights to, under or in, any IP or any other rights or licences in respect of the Software, Services or the Documentation.

10.3    IEX confirms that it has all the rights in relation to the Software, Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

10.4    IEX shall be entitled to remove access to any Software for which it retains title for any reason and at any time where clause 3.2, 9.4(a) or clause 12.3 applies, or with immediate effect where this Agreement or the Free COVID 19 Agreement is terminated in accordance with its provisions..

10.5    The Client shall not be entitled to rely on the content of the Documentation or any other deliverables or information provided by IEX during this Agreement outside of the Term or for any reason during the Term other than for its own usual business purposes and/or the purpose for which they were originally provided. For the avoidance of doubt, IEX accepts no liability for use of the Documentation or any other information provided to the Client other than during the Term and for the purposes set out in this clause 10.5.

11.    CONFIDENTIALITY 

11.1    Each party shall keep confidential all information (in any media) that is proprietary or confidential in nature and is either clearly labelled as such or identified as Confidential Information (“Confidential Information”) obtained from the other pursuant to or in contemplation of this Agreement, shall use the same only for the purposes of this Agreement and shall not disclose such Confidential Information to any person (except to its own employees or, in the case of IEX, its employees and sub-contractors and then only to those employees or sub-contractors who need to know the same) without the other’s prior written consent.  In addition, the Client shall keep confidential and not disclose (except as mentioned) any terms of this Agreement.

11.2    Each party agrees that the obligation contained in clause 11.1 shall continue in force without limitation in point of time notwithstanding the termination of this Agreement for any reason, but shall cease to apply to information that falls within the remit of clause 11.3.

11.3    The obligations of the parties pursuant to clauses 11.1 and 11.2 shall not extend to any information which: (i) was rightfully in the possession of the receiving party (and at its free disposal) prior to the commencement of negotiations leading to this Agreement; (ii) which is already public knowledge or becomes so at a future date otherwise than as the result of a breach of this clause 11; (iii) whose disclosure is required (and to the extent that it is required) by law; or (iv) which is received independently from another source without the imposition of any duty of confidence.

12.    INDEMNITY

12.1    The Client shall defend, indemnify and hold harmless IEX against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with: (i) the Client's use of the Software, Services and/or the Documentation in breach of the requirements of this Agreement (including any breach of the Client’s obligations in clause 3.2 and clause 3.3); and/or (ii) any breach or infringement of third party IP rights relating to materials provided by the Client to IEX in connection with this Agreement.

12.2    Subject to clauses 12.4 and 13, IEX shall defend the Client, its officers, directors and employees against any claim that the Software and/or the Documentation infringes any third-party IP rights, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims, provided that:

(a)    IEX is given prompt notice of any such claim;

(b)    the Client provides reasonable co-operation to IEX in the defence and settlement of such claim, at IEX's expense; and

(c)    IEX is given sole authority to defend or settle the claim.

12.3    In the defence or settlement of any claim, or in the event of any threatened claim or breach of IP rights, IEX may, at its absolute discretion, procure the right for the Client to continue using the Software and/or the Documentation, replace or modify the Software and/or the Documentation so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement and/or the Free COVID- 19 Agreement on immediate notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
 
12.4    In no event shall IEX, its employees, agents and sub-contractors be liable to the Client to the extent that an alleged IP infringement by IEX is based on:

(a)    a modification of the Software and/or the Documentation by anyone other than IEX; or

(b)    the Client's use of the Software and/or the Documentation in a manner contrary to the instructions given to the Client by IEX; or

(c)    the Client's use of the Software and/or the Documentation after notice of the alleged or actual infringement from IEX or any appropriate authority; or

(d)    any misuse by or on behalf of the Client, or any other person, of any of the Software and/or Documentation (which shall be determined by reference to the purpose for which the Software and/or Documentation were originally prepared) or any other deliverables generated during the provision of the Services. 

12.5    The indemnity in clause 12.2, subject to clause 13, states the Client's sole and exclusive rights and remedies, and IEX's (including IEX's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any IP right.

13.    LIMITATION OF LIABILITY 

13.1    This clause 13 sets out the entire financial liability of IEX (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client:

(a)    arising under or in connection with this Agreement;

(b)    in respect of any use made by the Client of the Software, the Services and/or the Documentation or any part of them; and

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

13.2    Except as expressly and specifically provided in this Agreement:

(a)    the Client assumes sole responsibility for results obtained from the use of the Software and/or Services by the Client, and for conclusions drawn from such use. IEX shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to IEX by the Client in connection with the Software and/or the Services, or any actions taken by IEX at the Client's direction;

(b)    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

(c)    the Services, the Software and the Documentation are provided to the Client on an "as is" basis.

13.3    Nothing in this Agreement excludes the liability of either party for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

13.4    Subject to clause 13.3:

(a)    IEX shall not be liable in any circumstances, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any (direct or indirect) loss of profits, loss of business or business opportunity, loss of anticipated savings,  depletion of goodwill and/or similar losses or loss, loss of or damage to or corruption of data or information, pure economic loss, third party claims, loss of downtime of the Services for maintenance or emergencies, loss which could have been avoided through reasonable conduct of the Client taking reasonable precautions, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement. The Client is strongly advised to insure against all such potential loss, damage, expense or liability; and

(b)    if IEX’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, IEX shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay; and  

(c)    Subject to clause 13.4(d) and clause 12.4(e), IEX's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees paid under the Agreement during the 12 months immediately preceding the date on which the claim arose; and
 
(d)    IEX’s total aggregate liability in respect of the indemnity at clause 12.2 and/or a breach of its obligations under clause 11 shall be limited to the lesser of: (i) three times the total Fees paid under the Agreement (governing the Services which are the subject of the claim); or (ii) £500,000 (five hundred thousand pounds); and

(e)    IEX’s total aggregate liability in respect of a breach of its obligations under Schedule 1 shall be limited to £100,000 (one hundred thousand pounds).

13.5    Nothing in this clause 13 shall confer any right or remedy upon the Client to which it would not otherwise be legally entitled.

13.6    The Client hereby acknowledges and agrees that the limitations of liability referred to in clause 13.4 are fair and reasonable are just and equitable having full regards to the extent of IEX’s responsibility for any loss or damage suffered.

13.7    Save as required by law, the Client’s exclusive remedy for any default or defect in the performance of the Services by IEX shall be correct and/or re-perform any such defective Services by IEX.  If it is not economical or technically feasible for IEX to correct and/or re-perform the defect then the Client’s exclusive remedy shall be a full or partial credit of sums paid for the defective Service(s) (subject always to the other provisions of this clause 13), or to terminate this Agreement under clause 14 in the event of a material breach.

13.8    The Client’s total aggregate liability in respect of the indemnity at clause 8.1(a) shall be limited to the lesser of: (i) ten times the total Fees paid under the Agreement (governing the Services which are the subject of the claim); or (ii) £500,000 (five hundred thousand pounds).

14.    TERMINATION 

14.1    The Agreement shall commence at the Commencement Date and continue for a period of twelve months after which it will terminate. 

14.2    IEX may terminate this Agreement with immediate effect where the Client does anything which may bring IEX or any company within its Group into disrepute. 

14.3    The Client may terminate this Agreement on one month’s notice to IEX, provided that where the Client terminates the Agreement under this clause, it shall not be entitled to any refund of the Fees, including any proportion of the Fees that relates to the period after termination.

14.4    IEX may terminate this Agreement on one month’s notice to the Client, provided that where IEX terminates the Agreement under this clause 14.4, it shall refund to the Client any proportion of the Fees that relates to the period after termination. 

14.5    Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement which is the subject of the events below, without liability to the other if:

(a)    the other party commits a material breach of this Agreement, provided that if the breach is capable of remedy (being actual remedy as opposed to remedy by payment of damages or compensation), the notice shall only be given if the party shall not have remedied the same within 30 days of having been given notice in writing specifying the breach and requiring it to be remedied; or

(b)    the other party has had a trustee, receiver, administrative receiver or similar official appointed over a material part of its business or assets; or an order has been made or a resolution passed for the other party's winding up (otherwise than for the purpose of a bona fide scheme of arrangement or solvent amalgamation or reconstruction) or an administration order has been made; or a proposal has been made in respect of the other party for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or for any other composition scheme of arrangement with (or assignment for the benefit of) its creditors; or the other party ceases to trade or is unable to pay its debts as and when they fall due; or any other analogous event occurs in any other jurisdiction;

(c)    the other party fails to make any payment in accordance with the terms of this Agreement; or

(d)    the other party ceases or threatens to cease trading.

14.6    Where the Client terminates this Agreement under clause 14.5(a), (b) or (d), IEX shall refund to the Client any proportion of the Fees that relates to the period after termination.

14.7    Where IEX terminates this Agreement under this clause 14, it may also terminate the Free COVID-19 Agreement with immediate effect.

14.8    Termination of this Agreement for any reason shall not affect any accrued rights or liabilities of either party which has accrued up until the date of the termination.

14.9    Upon termination of this Agreement for any reason, all licences granted under this Agreement shall immediately terminate and the Client shall immediately cease using the applicable Software and Documentation.  In addition, the Client shall, at IEX’s option, either return all copies of Documentation and Confidential Information to IEX, or destroy all copies of such Documentation and Confidential Information.

14.10    Upon termination of this Agreement, IEX may destroy or otherwise dispose of any of the applicable Client Data in its possession unless IEX receives, no later than thirty (30) days after the date of the termination, a written request for the delivery to the Client of the then most recent back-up of the applicable Client Data. IEX shall use reasonable commercial endeavours to deliver the back-up to the Client (in such format as decided by IEX at its absolute discretion) within 120 days of its receipt of such a written request. The Client shall pay all reasonable expenses incurred by IEX in returning or disposing of the applicable Client Data, together with IEX’s fees for undertaking the delivery, charged in accordance with IEX’s then current rates.

14.11    Clauses 1, 8, 9, 10, 11, 12, 13.2, 13.3, 13.4, 13.9, 14 and paragraphs 1.4.6 and 1.7 of Schedule 1 shall survive termination. 

15.    FORCE MAJEURE

15.1    Neither party shall be liable to the other party or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of its obligations under this Agreement if the delay or failure was due to any cause beyond the relevant party’s reasonable control, including but not limited to acts of God, terrorism, industrial action, war, flood or fire (“Force Majeure Event”). In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed due to the Force Majeure Event.  

15.2    In the event that a Force Majeure Event subsists for a period of longer than 90 days, either party shall be entitled to terminate the Agreement.

16.    GENERAL

16.1    Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and the legal successors of IEX, but shall not be assignable by the Client, in whole or in part, without the prior written consent of IEX.  IEX may assign, transfer or sub-contract all or any part of its obligations under this Agreement without the consent of the Client.

16.2    Waiver. A waiver by either party of any breach of or failure to perform this Agreement, or of a right under this Agreement, shall not be considered as a waiver of any subsequent breach of the same or any other provision.  Any waiver shall be in writing to be effective.

16.3    Severance. If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected as a result. It is the parties’ intention that every provision of this Agreement shall be and shall remain valid and enforceable to the fullest extent permitted by law. 

16.4    Notices. Notices or other documents to be given under this Agreement shall be in writing and delivered by hand or sent by registered post or email to the party concerned at the address set out in this Agreement or if no address is given, the registered address of such party.  Any such notice or other document shall be deemed to have been received by the addressee if delivered, upon delivery; if posted, on the second Business Day following the date of posting; and if sent by email, at the time of transmission. 

16.5    Anti-bribery. Both parties shall comply, and shall ensure that each of their subcontractors, agents and personnel comply, with any relevant and applicable anti-bribery and corruption laws, regulations and/or directives related to the provision and receipt of the Services. 

16.6    Modern Slavery. In performing its obligations under this Agreement, each party shall procure (and shall procure that each member of its Group) complies with the terms of the Modern Slavery Act 2015.

16.7    Third Party Rights. A person who is not a party to this Agreement shall not have rights under or in connection with it pursuant to the Contracts (rights of Third Parties) Act 1999.

16.8    No partnership or agency. For the purposes of this Agreement, IEX shall be an independent contractor, and neither IEX nor its subcontractors nor its directors nor employees shall be deemed to be an employee or agent or partner of the Client.

16.9    Anti Bribery. Each party warrants and represents to the other that it complies with the Bribery Act 2010 and that it has not and shall not, in connection with the Services contemplated by this Agreement or in connection with any other business transactions involving the other party, make, promise or offer to make any payment or transfer of anything of value, directly or indirectly: (i) to any government official (as defined below) or to an intermediary for payment to any government official, or (ii) to any political party for the purpose of influencing any act or decision of such official or securing an improper advantage to assist the other party in obtaining or retaining business. It is the intent of the parties that no payments or transfers of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business. "Government official" is defined as any employee or officer of a government of a country, including any regional or local department, company or business owned or controlled by such government, any official of a political party, any official or employee of a public international organisation, any person acting in an official capacity for, or on behalf of, such entities, and any candidate for political office. Failure by either party to comply with this clause shall constitute a material breach of this Agreement.

16.10    Non-solicitation. The Client agrees that it will not at any time during the Term or for six months thereafter, without the prior written consent of IEX, directly or indirectly solicit, induce or entice away from IEX or employ, engage or appoint in any way cause to be employed, engaged or appointed, any employee, agent or sub-contractor of IEX to perform services substantially similar to the Services. 

16.11    Governing Law and Jurisdiction. This Agreement, including any non-contractual disputes or claims arising in connection with it, is governed by the laws of England and Wales and the English and Welsh courts shall have exclusive jurisdiction to resolve any disputes arising as a result of or in connection with it.

This Agreement has been entered into on the date stated at the beginning of it.




Schedule 1

1    DATA PROTECTION

1.1    In this paragraph 1:

1.1.1    ‘personal data’, ‘data controller’, ‘data processor’, ‘data subject’ and ‘process’ or ‘processing’ each have the same meaning as used in the Data Protection Laws;

1.1.2    “Client Personal Data” means any and all personal data which is provided by or on behalf of the Client to IEX or which is otherwise processed by IEX as a result of or in connection with the provision of the Services and for which the Client is the data controller, as specifically identified in Annex 1; and

1.1.3    "Data Protection Laws" means the Data Protection Act 2018, Data Protection Directive (95/46/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003, Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (commonly known as the "GDPR"), together with any and all other laws, regulations or other statutory instruments relating to the protection of personal data applicable to IEX and/or Client in any relevant jurisdiction. 

1.2    The parties agree that, with respect to the parties' rights and obligations under this Agreement and with respect to any Client Personal Data, the Client is the data controller and IEX is the data processor and that, in circumstances where IEX processes personal data on behalf of the Client, IEX in each case shall comply with the requirements of this paragraph 1. 

1.3    The parties have agreed that the description of the processing is as set out in Annex 1.

1.4    IEX shall:

1.4.1    comply with its obligations under any applicable laws regarding the Client Personal Data (including the Data Protection Laws), and shall not by any act or omission put the Client in breach of any such laws (including the Data Protection Laws);

1.4.2    only process any Client Personal Data for the purposes of providing the Services (and for no other purpose whatsoever) and only in accordance with the Client's written instructions from time to time;

1.4.3    notify the Client as soon as is reasonably practicable if IEX reasonably believes an instruction from the Client breaches (or could cause either party to breach) the Data Protection Laws;

1.4.4    process Client Personal Data other than in accordance with paragraph 1.4.1 only if required to do so by law, in which case IEX shall inform the Client of the relevant legal requirement before processing;

1.4.5    ensure that access to the Client Personal Data is strictly limited to persons (including any employee or sub-processor) who need access to it as strictly necessary to perform the Services and that all such persons are informed of the confidential nature of the Client Personal Data, are subject to contractual or statutory obligations of confidentiality, and are assessed by IEX to ensure their reliability;

1.4.6    keep appropriate records of all processing activity carried out by IEX in accordance with this Agreement, including the permissioning, access to and control of the Client Personal Data, and books of account;

1.4.7    ensure that Client Personal Data is kept secure and shall implement, and at all times maintain, appropriate technical and organisational measures to protect the Client Personal Data (ensuring in each case a level of security appropriate to the risk) to prevent, and take prompt and proper remedial action against, unauthorised or unlawful processing (including access, copying, modification, storage, reproduction, display, disclosure or distribution) accidental loss of or damage to the Client Personal Data;

1.4.8    provide to the Client at any time on request a detailed written description of the technical and organisational measures in place to protect the Client Personal Data as required under paragraph 1.4.7 above;

1.4.9    not transfer the Client Personal Data to countries outside the European Economic Area ("EEA") without Client's prior written authorisation (which may be refused at the Client’s sole discretion or granted subject to such conditions as the Client (in its sole discretion) deems necessary) and, at the reasonable request of the Client, enter into a separate written agreement relating to the transfer of personal data outside of the EEA (or otherwise enter into an alternative arrangement as may be approved under the Data Protection Laws relating to the transfer of data outside of the EEA);

1.4.10    promptly and fully notify the Client in writing of any notices received by IEX (or any sub-processor) relating to the processing of any Client Personal Data, including requests from individual data subjects in relation to the exercise of their rights (including subject access requests), complaints and/or correspondence from any regulatory body including any competent data protection supervisory authority and provide such information and assistance as the Client may reasonably require in relation to any such notice; 

1.4.11    assist the Client in meeting the Client's obligations regarding the exercise of data subjects' rights in accordance with the Data Protection Laws;

1.4.12    assist the Client in meeting the Client's obligations under the Data Protection Laws with respect to data security, breach notification, data protection impact assessments and prior consultation with or notification to a competent data protection supervisory authority; 

1.4.13    not permit any processing of the Client Personal Data by any agent, sub-contractor, service provider or other third party ("sub-processor") without the prior written authorisation of the Client in each case, and shall ensure in each case that prior to the sub-processor processing any Client Personal Data, the sub-processor shall enter a written contract with the Supplier which is on terms equivalent to those set out in this Agreement. Notwithstanding the engagement of any sub-processors, IEX shall remain liable to the Client for the acts and omissions of such third parties as if they were acts and omissions of IEX;

1.4.14    on request at any time and on termination of this Agreement, at the Client’s option either return to the Client all Client Personal Data and copies of it in such format as the Client may require or, at the Client’s written request, securely destroy the Client Personal Data in any manner the Client may specify; and

1.4.15    at the reasonable request of the Client, make available to the Client all information necessary to demonstrate IEX's (and any sub-processor's) compliance with this paragraph 1 and permit the Client and its representatives to inspect and audit IEX’s data processing activities (and those of its sub-processors) and comply with all reasonable requests to enable the Client to verify and/or procure that IEX (and any sub-processor) is complying with this paragraph 1.

1.5    Without prejudice to paragraph 1.4.13, the Client acknowledges that the signing of this Agreement acts as authorisation (as required by paragraph 1.4.13) for the appointment of the sub-processors set out in Annex 1. For the avoidance of doubt, each SOW shall contain the information outlined in Annex 1 in relation to the specific Services provided under that SOW. 

1.6    The Client is solely responsible for establishing the lawful basis for the processing of Client Personal Data by IEX under this Agreement, including where applicable the obtaining of all necessary consents from data subjects, and shall notify IEX on request of the applicable lawful basis for any processing IEX is required to perform.

1.7    Each party shall indemnify and keep indemnified the other party in full and hold it harmless on demand from and against any claims, losses, costs, fines or damages suffered or incurred by the Client or for which the Client may become liable arising out of or in connection with any breach of this Schedule 1 by the other party. Each party’s total liability arising under this Schedule 1 shall not exceed the sum of £100,000 (one hundred thousand pounds), and neither party will, in any circumstances, have any liability for any indirect, special or consequential loss. 

Annex 1 - Description of Processing
 
Subject matter of the processing The processing of personal data to the extent necessary for the provision of the Services by IEX.
Duration of the processing The Term and thereafter in accordance with IEX’s data retention policy.
 
Nature of the processing The processing of personal data to the extent necessary for the provision of the Services by IEX.
Purpose of the processing The processing of personal data to the extent necessary for the provision of the Services by IEX.
Personal data types Client employee data (including but not limited to) names, contact addresses, contact telephone numbers, race and ethnicity data and health and wellbeing status.
 
Categories of data subjects Client employees
 
Obligations and rights of the controller
 
As set out in this Agreement.
Appointed Sub-Processors
 
The following sub-processors may process personal data in accordance with this Contract:
Rackspace Limited (managed hosting service)
Enable International Limited (hosting and development partner)