Services Schedule

These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.1  Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
2.2 Subject to our right to amend the specification under clause we will supply the Services to you in accordance with the specification for the Services as set out Order Form [on our website] in all material respects.

2.3 We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such event.

2.4 We warrant to you that the Services will be provided using reasonable care and skill.
2.5 We will use all reasonable endeavours to meet any service level commitments or milestones specified in the [Order Form/in accordance with the service levels specified [add URL]] but any such service levels or milestones are estimates only and failure to perform the Services by such commitments will not give you the right to terminate the Contract.
3.1  It is your responsibility to ensure that:

(a)  the terms of the Order Form are complete and accurate;

(b)  you co-operate with us in all matters relating to the Services;
(c)  you provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as we may reasonably require;

(d)  you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e)  you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

(f)  you comply with all applicable laws, including health and safety laws; and 

(g)  you keep all of our materials, equipment, documents and other property (Our Materials) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation;

## 3.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in Clause 3.1:
(a)  we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under the relevant provisions of the General Terms;
(b)  we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
(c)  it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
## 4. FEES  

4.1 In consideration of us providing the Services you must pay our fees (Fees) in accordance with this Clause 4

4.2 The Fees are those set out and payable in the manner set out on the Order Form.
4.3 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Fees accordingly.
4.5 We reserve the right to increase the Fees on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the [Retail Prices Index OR Average Earnings Index] in the preceding 12-month period and the first such increase will take effect on the first anniversary of the Commencement Date.
4.6 Our Fees are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Fees.


5.1  All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.

5.2  We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free to copy the deliverables specified in your order (excluding materials provided you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this Clause 5.2.

5.3  You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.

6.1  We will use any personal information you provide to us to:

(a)  provide the Services;
(b)  process your payment for the Services; and
(c)  inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

7.1  We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
7.2  If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a)  we will contact you as soon as reasonably possible to notify you; and
(b)  our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
7.3  You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.