1.1. The whole of the contract between you (the “Client” or “you”) and Giroux Limited (“Giroux” or “we”) is described in the covering engagement letter, proposal and/or statement of work and any appendices and enclosures thereto other than these Terms of Business (“Engagement Letter”), and these Terms of Business, (together the “Contract”). Nothing we discussed prior to your signature of the Engagement Letter induced the Contract or forms part of it (including but not limited to any confidentiality agreements which, if any, you agree are terminated hereby) unless it is specifically set out in this Contract. The printed terms of any purchase order and other communications issued by you in connection with the Services will not apply unless accepted in writing by Giroux. The Contract can only be amended or varied by agreement in writing between you and us.
1.2. If we have already started work then you agree that this Contract applies retrospectively from the start of our work. If you do not sign a copy of the Engagement Letter but you ask us to start providing the Services then you agree that you have accepted the Contract. Any terms and conditions you send to us or which you refer to will not be binding on us unless we have agreed to these terms in writing.
1.3. The definitions set out in these Terms of Business and the Engagement Letter shall have the same meaning throughout this Contract. If there is a conflict between these Terms of Business and the Engagement Letter, the relevant provisions in the Engagement Letter shall take precedence and shall apply to the Contract.
1.4. For the purpose of this Contract, “Giroux Parties” means all entities trading under the Giroux brand, including any entity within the same corporate group, subsidiaries, predecessors, successors and assignees, and all commercial partners, executives, members, owners, directors, employees and agents of all such entities.
1.5. The Contract is between you and Giroux. You agree that your relationship is solely with Giroux as the entity contracting with you to provide the Services. Giroux neither owes nor accepts any duty to any person other than you. Notwithstanding the fact that certain Services under the Contract may be carried out by personnel provided to Giroux from other Giroux Parties through service or other agreements, you agree that you will not bring any claim or proceedings of any nature (whether in contract, tort, including, but not limited to, a claim for negligence, breach of statutory duty or otherwise) in any way in respect of or in connection with this Contract against any of the Giroux Parties (except Giroux)or against any subcontractors that we may use to provide the Services. The foregoing exclusion does not apply to any liability, claim or proceeding founded on an allegation of fraud by any Giroux Party or any subcontractor or other liability that cannot be excluded under English law.
1.6. This Contract does not make either of us an agent or legal representative of the other, nor does it create a partnership or joint venture. Giroux in providing the Services, is acting as an independent contractor.
1.7. Neither of us may assign or otherwise transfer the benefit of this Contract without the prior express written consent of the other, except that we may assign the benefit of this Contract to any of the Giroux Parties without notice to you, including any successor to our business or person who may acquire a controlling interest in Giroux in future. Further, neither of us will directly nor indirectly agree to assign or transfer any claim against the other arising out of this Contract to any other person.
1.8. No person who is not a party to this Contract other than the Giroux Parties and our subcontractors, if any, shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
1.9. This Contract can be varied without any third- party’s consent.
2.1. The scope of our services and any Deliverables to be provided under the Contract together with our responsibilities for them(together the “Services”) are as described in the Engagement Letter. The Services relate to the provision by us of an insurance analytics platform (in its current form and all future versions and iterations) (the "Platform") to you and other related services.
2.2. We will use all reasonable efforts to supply the Services in accordance with any timetable referred to in the EngagementLetter or otherwise agreed by the parties. However, unless both parties specifically agree otherwise in writing, all dates given by Giroux or specified by you for the supply of the Services, are intended for planning and estimating purposes only and are not contractually binding. To be clear, time is not of the essence in respect of any of the Services unless specifically set out in the Engagement Letter. We do not warrant that the Services and your use of the Platform will be uninterrupted or error-free. The Services may be unavailable during planned maintenance carried out during our planned maintenance windows and during unscheduled maintenance performed outside normal business hours, provided that we have used reasonable endeavours to give you notice in advance. Although we aim to offer you the best service possible, we make no promise or guarantee that the Platform will meet your particular requirements. We cannot warrant or guarantee that ourServices will be fault-free. If a fault occurs with the Platform, you should report it to us immediately and we will attempt to correct the fault as soon as we reasonably can. Your access to the Platform may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the Platform as soon as we reasonably can.
2.3. Each Party shall comply with its obligations under any applicable data protection legislation, including but not limited to the General Data Protection Regulation (“Data Protection Legislation”) in respect of personal data processed by it in connection with this Contract and the Services (“Personal Data”).
2.4. Giroux will process certain Personal Data to the extent required for the purposes of administering the Contract, including details of Client and Client personnel. Giroux will only transfer such Personal Data to third parties to the extent required for administering the Contract, and then only subject to appropriate safeguards being included in the contractual arrangements with such third parties.
2.5. Giroux will also process certain Personal Data in order to fulfil certain legal obligations, as well as for its legitimate interests in observing best business practices, as part of our client account opening and general administration process (e.g. in order to carry out anti-money laundering, conflict and financial checks or debt recovery). Giroux will only transfer such Personal Data to third parties to the extent required for the purposes set out above, and then only subject to appropriate safeguards being included in the contractual arrangements with such third parties.
2.6. Giroux may use certain Client Personal Data for marketing purposes to pursue its legitimate interests.
2.7. To the extent set out in the Engagement Letter, which shall specify the nature of the data, and the extent, and purposes for which Giroux will process it, Giroux will act as a processor of Client in respect of certain Personal Data. The Engagement letter will contain such terms required by Data Protection Legislation to ensure the Engagement Letter, and the processing is compliant with laws. Giroux will notify Client, and seek Client’s consent prior to engaging any third-party or other sub-processor to process Personal Data on behalf of Client.
2.8 Subject to these Terms of Business, we hereby grant to you a non-exclusive, non-transferable right to allow those users authorised by you in accordance with this Contract (“Authorised Users”)to use the Platform during the term of the Contract solely for your internal business purposes (or save as we may otherwise specify). In relation to the Authorised Users, you undertake that:
2.8.1. the maximum number of Authorised Users you will authorise to access and use the Platform shall not exceed the number of permitted user licences as agreed by us from time to time;
2.8.2. you will not allow any individual subscription to be used by more than one individual Authorised User;
2.8.3. if you exceed the permitted number of Authorised Users then you agree to pay us an amount equal to the underpayment.
2.9. This Contract does not permit the use of the Platform to supply services to any customer, client or third-party save as specifically agreed by us in writing(subject to such conditions as may be specified).
2.10. You agree that you will not except as may be allowed by any applicable law which is incapable of exclusion by this Contract between the parties and except to the extent expressly permitted under this Contract or agreed between us in writing:
2.10.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means.
2.10.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; o
2.10.3. access all or any part of the Platform in order to build a product or service which competes with the Services; or
2.10.4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third-party except the Authorised Users or as otherwise permitted by us, or
2.10.5. attempt to obtain, or assist third parties in obtaining, access to the Platform other than in accordance with this Contract.
2.11. In the event that you wish to integrate the operation of the Platform with the operation of other software or systems used by you (which requires our written consent), you agree that you will request that we carry out such integration before carrying out the integration yourselves or requesting that any other party carries out the relevant integration. You also agree that we will be permitted to carry out such integration provided that we agree to do so at a reasonable cost and within a reasonable timescale. You also agree that whether or not we carry out the relevant integration, you will supply information relating to the relevant integration to us on request.
2.12. You shall use commercially reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify us.
2.13. The rights provided under this Contract are granted to you, the Client named in the Engagement Letter only, and shall not be considered granted to any of your subsidiary or holding companies unless we expressly agree.
2.14. If you want to request a change to the Services we have agreed, or additional services (a Change) and the Change cannot be dealt with as part of the pre-agreed Support Blocks (as agreed in our quote and/or in our Engagement Letter) due to not having enough hours left or because the Change is outside our agreed scope of Services, we will use the following framework:
If you request a Change it is solely at our discretion to decide the category of the Change and the method for processing the Change in accordance with the above framework.
3.1. You are responsible for determining that the scope of the Services is appropriate for your needs.
3.2. Our performance of the Services, the timetable, the level of our Charges and any fee estimates each depend on the accuracy and completeness of any assumptions set out in the Engagement Letter and your performing your obligations under the Contract. Please tell us if you believe any of these assumptions are unrealistic for any reason.
3.3. You will give us all the information that is necessary for the performance of the Services. In this context, you agree we shall not be treated as being on notice of information given to us in the course of previous engagements. Accordingly, other than as set out in the Engagement Letter, all information that is relevant to the Services must be given directly to the Giroux personnel providing the Services even if the same information has been given to us previously in the course of a different contract or engagement.
Please note that, other than as set out in the Engagement Letter, we will not audit or otherwise test or verify the information provided to us in the course of providing the Services. You agree that we shall be entitled to rely on all information provided to us and on your decisions and approvals in connection with our Services and to assume that all such information provided to us from whatever sources is true, complete and not misleading. We will not be responsible for the consequences should any of the information provided to us in the course of the Services not be complete, accurate or current.
3.4. Where needed to assist us in performing the Services, you will (i) make decisions and obtain management approvals promptly; (ii) give us full and prompt access to your people and premises and those of your affiliates and to your other advisers associated with the engagement, together with all necessary administrative support; (iii) obtain any approvals, licences and security clearances promptly (including any relating to third parties, our personnel and any subcontractors). You also agree to keep us promptly informed of any proposals or developments in your business relevant to the Services.
3.5. To the extent that you engage Giroux for providing advice, our role is to provide you with advice and recommendations for your consideration. You agree that you remain solely responsible for managing all aspects of your business, for taking all decisions and operating all accounting, internal control or management information systems. This includes applying your independent business judgement to evaluate any advice or recommendations that we give you. You will be responsible for deciding whether our advice or recommendations make sense in the context of your business, and whether you wish to rely on, implement or act on them, including the actions necessary to realise any expected benefits.
3.6. If you decide to outsource design, construction or management of any of your management information systems to Giroux, you are responsible for either procuring from Giroux or implementing any backup or data security system recommended by Giroux, and Giroux does not accept liability arising from any loss or corruption of data resulting from your failure to comply with your obligations under this clause (except liability is not excluded under this clause if such liability arises due to the gross negligence of Giroux).
3.7. Where you are using third parties to provide information, materials or other assistance in support of the Services, or you are employing other suppliers whose work may affect our ability to deliver the Services, you will be responsible for the management of such persons and their performance, including the timeliness and quality of their input and work. Giroux does not accept any liability arising from the delay or default of such third parties, or the provision of incorrect information or instructions by such third parties.
3.7. You will be responsible for paying the Charges in accordance with this Contract.
4.1. Each party agrees where it is in possession of information about the other that is by its nature confidential, or is designated as such(whether in writing or orally), including this Contract and the subject matter thereof (“Confidential Information”), we each undertake to (i) keep it confidential; (ii) use it only in connection with providing and receiving the Services; and (iii) not to disclose it to any other person without the other’s prior written consent. These undertakings will not apply to any information that is or becomes generally publicly available for reasons not due to the recipient’s default, was possessed without any obligation of confidence prior to the commencement of the Services (or prior to being designated as Confidential Information), or is lawfully acquired from a third-party who is under no obligation of confidence, or which is or has been independently developed by the recipient.
4.2. Nothing in this Contract will prevent either party from being entitled to disclose Confidential Information to our legal or other professional advisors, to protect our own legitimate interests and to comply with any legal, professional or regulatory requirement. You agree to reimburse any costs we may in-cur in complying with any such disclosure requirement relating to any of our Services to you imposed in any proceedings or regulatory process not involving any substantive claim or proceeding against us, provided that we notify you promptly and, where reasonably or legally possible, prior to disclosure.
4.3. You agree that we may share Confidential Information with any Giroux Party and any subcontractors we use, to the extent reasonably required in order to provide the Services (or more generally to support our office administration) on the understanding that they will treat the information as Confidential Information in accordance with the provisions of this Contract.
4.4. When offering our services to others, raising funds, or otherwise marketing our business we may disclose to third parties that you are or have been a client of ours, and the broad nature of the Services, unless you instruct us to the contrary.
4.5. Nothing in this Contract will prevent or restrict any Giroux Party from providing services to other clients (including services which are the same or similar to the Services) or using or sharing for any purpose any knowledge, experience and skills used in, gained or arising from performing the Services, in all cases subject to the obligations of confidentiality set out in clause 4.1 above, even if those other clients’ interests are in competition with your own. Equally, you agree that to the extent that we possess information obtained under an obligation of confidentiality to another client or other third-party, we are not obliged to disclose it to you or make use of it for your benefit, however relevant it may be to the Services.
4.6. We each agree that where appropriate we may communicate with each other electronically over the internet (including by way of e-mail). Our personnel will also need access to our own systems and data. You acknowledge that in order for our personnel to operate effectively and efficiently from your premises they may require access to your electronic data and also to your internet communications facilities for the purpose of the Engagement. We will only access your internal networks, applications, data or other systems through the terminal hardware or software you make available to us for that purpose.
4.7. Access to your systems by our personnel for the purposes of providing the Services will be subject to such conditions as you at your sole discretion consider necessary to protect the security and integrity of your data and systems. We each recognise that the internet is inherently insecure; that data can become corrupted, communications are not always delivered promptly (or at all) and that other methods of communication may be appropriate. In addition, electronic communications and the internet are prone to contamination by viruses. We each recognise these hazards and so each of us will be responsible for protecting our own systems and interests and neither of us will be responsible to the other on any basis(contract, tort or otherwise) for any loss, damage or omission in any way arising from the use of electronic data (including e-mail) or the internet as a form of communication or from our personnel’s access to your networks, applications, data or other systems. Nothing in this clause shall exclude any liability arising from the negligent addressing of an e-mail.
4.8. Each party will be responsible for ensuring that its staff involved with the provision and receipt of the Services have the appropriate skills and experience. Whilst Giroux and the Giroux Parties shall attempt to comply with the Client’s request for specific individuals, the appointment of all personnel to perform the Services and the nature and duration of their assignment shall be made as Giroux and the Giroux Parties considers appropriate.
4.9. Either party may request at any time the removal of (and the requested party will remove as soon as reasonably practicable) any person assigned by the other party to perform any tasks in relation to the Services where the requesting party (i) reasonably believes such person is not adequately qualified to perform such tasks or is incompetent, and (ii) has previously provided the other party with prior written notice of the problem and a reasonable opportunity to remedy the situation and the problem has not been remedied.
4.10. You agree not to offer employment to or solicit our personnel who within 12 months of such action have been involved directly in the Services or otherwise connected to this Contract (except where an individual responds directly to a general recruitment campaign) nor knowingly use the services of any such personnel (either directly or via a third-party) for a period of 12months from the date that the individual concerned ceases to be permanently involved with the Services.
5.1. In formulating our conclusions, we may discuss ideas with you orally or show you drafts of the Deliverables (as defined below) for your comment. We do this on the basis that you will not rely on and we will have no duty or liability to you in respect of any drafts or oral comments or advice unless their content is finalised and confirmed to you in writing in the final Deliverables. Accordingly, we will not be responsible if you choose to act, or refrain from acting, on the basis of any drafts or oral comments or advice. If you want to rely or act on oral comments, or advice, please let us know in order that we may deal with them in our final Deliverables.
5.2. For your convenience documents may be made available to you in electronic as well as hard copy format. Multiple copies and versions of documents may therefore exist in different media. In the case of any discrepancy, the hard copy shall be regarded as definitive.
5.3. For the purposes of this Contract, “Deliverables” shall mean any item to be delivered to the Client in its final form as part of the Services, but shall not include any third-party software or related documentation including any modifications, enhancements or derivatives licensed directly to you from a third-party. You agree that each Deliverable will be deemed accepted by you (and our Services, or the relevant part of them, completed) when the acceptance procedures specified in the Engagement Letter for that Deliverable are successfully completed, or in the absence of such procedures if that Deliverable is not rejected by you in writing within 15 days of delivery, or when you first make use of the Deliverable, whichever occurs first.
5.4. The Deliverables and any other advice we provide to you are for your exclusive use and should be used solely for the purpose described in the Engagement Letter. They must not be used for any other purpose, recited or referred to in any document, copied or made available (in whole or in part) to any other person without our prior written express consent. You acknowledge that were you to do so (and without limitation) this could expose us to a risk that a third-party who otherwise would not have access to the Deliverable might claim to have relied upon the Deliverable to its detriment and might bring or threaten to bring an action, claim or proceedings against us.
5.5. Except as expressly provided by the Engagement Letter, no person other than you may access or make use of the Deliverables and/or information derived from them and we accept no responsibility to any other person to whom the Deliverables are shown or into whose hands they may come.
5.6. We have no responsibility to update any Deliverable for events occurring after acceptance of that Deliverable unless provided otherwise in the Engagement Letter, nor to monitor its continuing relevance or suitability for your purposes.
5.7.1. Giroux has created, acquired or otherwise has rights, including Intellectual Property Rights in, and may, in connection with the performance of services hereunder, employ, provide, modify, create, or acquire or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-how and techniques (including, without limitation designs, models (such as function, process, system and data models) templates, the generalises features of the structure, sequence and organisation of software (in the Platform or otherwise), user interfaces and screen designs, general purpose consulting and software tools, utilities and routines, and logic, coherence and methods of operation of systems) (collective, the “Giroux IP”). In this Contract Intellectual Property Rights shall mean patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
5.7.2. Except as expressly agreed by Giroux in writing, the Intellectual Property Rights existing now or in the future in the Platform (including the current version and any modified or updated versions), all computer programs, software, documentation and other materials as well as in any idea, method, invention, discovery, design, concept or other work arising out of or in connection with this Contract (whether conceived or developed individually or jointly with the Client and others) shall belong and be the absolute property of Giroux. At the request and expense of Giroux, the Client will do all such things and sign all such documents reasonably necessary to enable Giroux to obtain all such rights in the Deliverables. Notwithstanding the foregoing, Client shall have the right to use the Deliverables as set out in clause 5.4 above.
5.7.3.To the extent that Giroux utilises any of its property (including, without limitation, the Platform or any hardware or software of Giroux),in connection with the performance of services hereunder, such property shall remain the property of Giroux and the Client shall acquire no right or interest in such property.
5.7.4. Nothing in this Contract shall be construed as precluding or limiting in any way the right of Giroux to provide consulting or other services of any kind or nature whatsoever to any person or entity as Giroux in its sole discretion deems appropriate. In addition, and notwithstanding anything in this Contract to the contrary, the parties acknowledge and agree that (a) Giroux will own all right, title and interest, including, without limitation, all Intellectual Property Rights, in and to the Giroux IP;(b) Giroux may employ, modify, disclose and otherwise exploit the Giroux IP (including, without limitation, providing services or creating programming or materials for other organisations); and (c) you shall have no rights in or to the Platform other than the right to access the Platform in accordance with the terms of this Contract.
6.1. Giroux warrants that it will perform the Services with reasonable care and skill. Giroux‘s obligation and your remedy for any breach of this warranty is that we will re-perform any non-conforming Services as soon as reasonably practical, provided that you give us written notice of any breach within 30 days after the non-conforming Services are performed. We will have no other liability for any breach of the warranty in this clause 6.1 if we re-perform the non-conforming Services in compliance with such warranty.
6.2. The express representations, warranties and obligations of Giroux in this Contract are made expressly in place of and to the exclusion (to the fullest extent permitted by law) of all other representations, warranties, terms and conditions, express or implied, statutory or otherwise, relating to anything supplied or to be supplied and services provided or services to be provided by or on behalf of Giroux under or in connection with this Contract including without limitation any implied terms as to performance, fitness for a particular purpose, satisfactory quality or otherwise relating to the Services and Deliverables or any part, and are subject to the limitations on liability referred to in this Contract.
7.1. Nothing in the Contract shall exclude, restrict (or prevent a claim being brought in respect of) any liability arising from death or personal injury resulting from negligence, fraud or other liabilities which cannot lawfully be limited or excluded.
7.2. You agree that we will not be liable to you for any loss, damage, cost, charge, expense or other liability of whatever nature and how so ever caused arising under or in connection with the Contract and including interest (together “Losses”) unless and then only to the extent that such Losses are finally determined to have resulted from our breach of contract or negligence, subject always to the following provisions:
7.2.1. We will not be liable for any Losses arising out of your use of the Deliverables or advice given by or on behalf of Giroux for a purpose other than set out in the Engagement Letter.
7.2.2. We will not be liable for Losses to the extent such Losses arise from the acts or omissions of any person other than Giroux or any other Giroux Party or any subcontractor we may use to provide the Services.
7.2.3. We will not be liable for Losses to the extent arising as a result of the provision of false, misleading, inaccurate or incomplete information or documentation by, or the withholding or concealment or misrepresentation of information or documentation by, any person other than the Giroux Parties unless and then only to the extent that detection of such defect in the information or documentation or such withholding, concealment or misrepresentation should reasonably have been expected because it was evident without further enquiry from the information or documentation provided to us and was expressly required to be considered by us pursuant to the provision of the Services.
7.2.4. Any liability which we may have to you under or in connection with this Contract for Losses suffered by you shall (so far as is permitted by law) be limited to such an amount as is finally determined to be just and equitable, having regard to the extent of responsibility for the Losses of us, you, (including your directors, officers, employees or agents), and any person other than us who is jointly or severally liable to you for all or part of the same Losses, provided always that Giroux‘s liability to you shall not under any circumstances exceed in aggregate the amount set out in clause 7.2.5 below. Any limitation or exclusion or restriction on the liability of any such other person under any jurisdiction, whether arising under statute or contractor resulting from death, bankruptcy or insolvency, or any settlement of such liability agreed with you, shall be ignored for the purposes of determining whether that other person is liable to you and the extent of responsibility of that other person to you.
7.2.5. Subject to clause 7.1, Giroux’s total liability of whatever nature, whether in contract, tort (including, without limitation, negligence), under statute or otherwise for any and all Losses arising from or in any way in connection with this Contract shall not exceed in aggregate the lower of £500,000 (five hundred thousand pounds sterling) or an amount equal to 100% of the fees paid by you to Giroux for the Services at the date of the breach.
7.2.6. In no event shall we be liable, whether in contract, tort (including, without limitation, negligence), under statute or otherwise for (i) loss or damage incurred as a result of third-party claims; (ii) loss of profit, goodwill, business opportunity or anticipated savings, (iii) loss of or corruption to data, (iv) loss of revenues or wasted management or staff time; or (v) incidental, special, punitive, exemplary losses; or (vi) indirect loss or damage; (vii) or consequential loss or damage; (together “Excluded Losses”) which you may suffer, howsoever caused and whether or not you or we knew, or ought to have known, that the Excluded Losses would be likely to be suffered by you.
7.3. Unless and then only to the extent they have been finally and judicially determined (including the conclusion of any appeal) to have been caused by the fraud of any of the Giroux Parties, you agree to indemnify and hold harmless the Giroux Parties against all Losses which they incur in the defence and settlement (including meeting any judicially determined award of damages) of any demand, action, claim or proceeding (a “Claim”) brought by any third-party in any way arising in connection with this Contract whether or not such Claim is founded upon an allegation of our negligence.
7.4. Any claim or action brought by you under or in connection with the Contract must be brought within 24 months of the cause of action arising.
7.5. We are not in a position to evaluate risks associated with your use of the Services for insurance data analytics purposes and as such we will not be liable for any losses (including financial losses) arising from your use of the Services in connection with any situation which may incur the risk of financial loss. The Platform aggregates and presents data but we do not supply the relevant data and we cannot provide any warranty or guarantee as to its accuracy. The Platform and its content are not intended to be taken as offering any view or representation in relation to any data. You must always exercise your own independent judgement before relying on or using in any way any content generated by the Platform.
7.6. We will use reasonable endeavours to ensure that the Services operate within applicable regulatory requirements but we will not be responsible for or liable for any regulatory requirements or obligations.
7.7. We will not be liable for any losses(including financial losses) arising from the integration of the Services or the Platform with any other software or systems used by you.
7.8. Once you have accessed data via the Platform, we are not responsible for its security nor are we liable if it is disclosed to third parties. We will not be liable if such data is lost, stolen, corrupted or damaged. If one of your Authorised Users exports the data outside the Platform or uses our distribution services to send data to non-authorised users or third parties, then we are not responsible or liable for such actions.
8.1. We will render invoices in respect of the Services comprising our fees, out-of-pocket expenses and any charges of specialists, subcontractors and advisers, plus applicable taxes including VAT (together our “Charges”). For the avoidance of doubt Charges can include, without limit, initial set-up fees (if any), fees for accessing the Platform, and also fees we may charge from time to time for additional Services, for example consultancy services charged on a time-cost (i.e. Time and Materials) basis. The Charges will be in accordance with the arrangement set out in the Engagement Letter or as otherwise agreed expressly by Giroux.
8.2. Unless otherwise specified in the Engagement Letter or otherwise agreed by us in writing, we will invoice our Charges monthly in advance and we will issue a final invoice to you on completion of the Services. Our invoices are due for settlement within 21 days of receipt (“Due Date”). Unless otherwise stated in the EngagementLetter you will pay invoices via Direct Debit and you agree to ensure this is set up and maintained at all times whilst our Charges and other sums remain due. You agree that we are entitled to charge you interest on overdue invoices at 2% over the prevailing Bank of Scotland plc base rate. Giroux shall have the right to suspend the provision of Services or any part of the Services, and suspend your access to the Platform, if payment of any invoice is not received by itsDue Date. If you dispute any portion of an invoice, you shall notify us within 7 days of receipt of the disputed invoice and pay the undisputed portion of that invoice by the Due Date.
8.3. In respect of Services, including support services, which we have agreed to provide on a time-cost (i.e. Time and Materials) basis we reserve the right to vary the fee rates we charge from time to time by giving you not less than 30 days' written notice of the variation. Variations may include increases arising as a result of the promotion of personnel assigned to the Services. Charges quoted in the Engagement Letter relate to the provision of Services at the location or locations stated in the Engagement Letter. Any changes in location may result in a change to the applicable charges.
8.4. We will be entitled to receive all Charges incurred up to the date of termination of this Contract, for any reason.
8.5. If you have agreed to a Fixed Period for the Contract then the agreed Charges for the Fixed Period will be due from you in all circumstances. If you breach the terms of the Contract, fail to pay an invoice by its Due Date, or purport to terminate the Contract during the Fixed Period, all Charges in respect of the remainder of the Fixed Period which have not yet been billed (including all Charges which relate to additional Services, including support services and/or consultancy services, we have agreed to provide during the Fixed Period pursuant to a Change Order or otherwise) will be invoiced by us and will fall due and payable by you within 21 days of such invoice. Whether we have exercised our rights to suspend your access to the Platform, or decided to exercise any other rights we may have, the full value of the remainder of the Contract is still due.
8.6. After any Fixed Period if your Contract is being automatically renewed for successful minimum renewal periods (to be set out in the Engagement Letter) then in the event the Contract is terminated all Charges will continue to fall due until the end of the minimum renewal period. If the Engagement Letter does not state what Charges will apply to you following the expiry of any Fixed Period then you will be charged our then current rates for your use of the Platform and our Services.
8.7. We reserve the right to increase the base price of this contract by a percentage no more than the Retail Price Index (RPI) inflation rate at each anniversary of the signature of this contract by giving you a minimum of one month's notice. The inflation rate will be the percentage changeover the previous twelve (12) months, taken from the UK Office for National Statistics at the date of evaluation.
9.1. Without prejudice to any other rights or remedies to which we may be entitled under this Contract, whether during or after the Fixed Period (if any) we may terminate this Contract with immediate effect by written notice to you on or at any time after the occurrence of any of the following events: (i) a material breach by you of an obligation under the Contract and, if the breach is capable of remedy, you fail to remedy the breach within 21 days of receipt of notice of such breach; (ii) you fail to pay any invoice when due (iii) you fail to co-operate with us in the performance of the Services; (iv) you pass a resolution for your winding-up or a court of competent jurisdiction makes an order for your winding-up or dissolution; (v) the making of an administration order relating to you, or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset belonging to you; (vi) you make an arrangement or composition with your creditors generally or make an application to a court of competent jurisdiction for protection from creditors generally; or (vii) any event analogous to those set out in paragraphs (iv) to (vii) in any relevant jurisdiction.
9.2. Should any action taken by you create a situation which amounts to a breach of, or a professional conflict of interest under the rules of the professional and/or regulatory bodies regulating the activities of the Giroux Parties, we may terminate this Contract without penalty on written notice. We will inform you as soon as reasonably practicable of any situation that occurs of which we become aware, that may create a professional conflict which could result in termination in accordance with this clause 9.2.
9.3. Any provisions of the Contract which either expressly, or by their nature, extend beyond the expiry or termination of this Contract shall survive such expiration or termination.
10.1. We each agree that we will attempt in good faith to resolve any dispute or claim arising out of or in connection with the Contract promptly through negotiations between your senior executives and our management. If the matter is not resolved through negotiation, then, prior to the commencement of legal proceedings, we will each attempt in good faith to resolve the dispute or claim by participating in an Alternative Dispute Resolution (“ADR”) procedure. If the matter has not been resolved by an ADR procedure within 45 days of such procedure being commenced, then the matter may be dealt with through legal proceedings.
10.2. Nothing in this Contract precludes us from taking such steps as are necessary in order to comply with any legal or regulatory requirement or any professional or ethical rules of any relevant professional body of which we or any of our personnel are, at the time, a member.
10.3. Neither party will be liable for any delays or failures in performance or breach of contract due to events or circumstances beyond the reasonable control of either party.
10.4. All notices hereunder shall be: (i) in writing; (ii) delivered to the representatives of the parties at the addresses specified in the Engagement Letter (unless changed by either party upon notice to the other party), and (iii) effective upon receipt. Email notices are only acceptable if agreed upon specifically by the parties.
10.5. We may sub-contract the provision of the Services or any part to any person including any Giroux Party, but such sub-contracting will not relieve Giroux from its obligations under the Contract.
10.6. To the extent that, in connection with this Engagement, we provide you with information which we have indicated is exempt from disclosure under the Freedom of Information Act 2000("Exempt Information") you agree to notify us, as soon as reasonably possible, of any request received by you and before making any disclosure of our Exempt Information you shall take account of any representations made within a reasonable time by us about the applicability of the FoIA Exemptions to such Exempt Information.
10.7. Each party agrees that it shall comply with all applicable laws and regulations on anti-bribery, including, but not limited to the Bribery Act 2010.
10.8. Without prejudice to the generality of 10.7, neither party shall offer, promise, give, request, accept or receive bribers including facilitation payments or commit any Bribery Act offence in relation to the matters covered by this Contract.
10.9. Each party warrants and agrees that it has not committed any offence under any applicable laws or regulations relating to anti-bribery, or is it aware of any third-party having committed such an offence, in connection with the creation of this Contract.
10.10. In connection with the Services, Giroux may, at the request of the Client or otherwise, refer certain third-party products or services to the Client, and Giroux or a Giroux Party may receive a fee from such third-party in connection with such referral.
10.11. Each party acknowledges that the Contract contains the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this Contract. Each party acknowledges that it has not relied upon any oral or written representations made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it, provided always that nothing in this clause shall limit or exclude any liability for fraud.
10.12. If any provision of the Contract is determined to be illegal, void or unenforceable in whole or in part, such provision or the affected part shall be deemed not to form part of this Contract but all other provisions together with the remainder of the affected provision shall remain in full force and effect.
10.13. The Contract and our relationship is governed by and interpreted in accordance with English law. A claim may only be brought against us (in contract, tort or otherwise) if it can be brought in English law without reference to the law of any other country.
10.14. The Courts of England and Wales shall have exclusive jurisdiction to settle any dispute (including claims for set‑off and counterclaim) that may arise in connection with any aspect of the legal relationship established by the Contract or otherwise arising in connection with the Contract. We each submit irrevocably to the jurisdiction of the Courts of England and Wales.
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