Service Agrement

Dated: 1 October 2023

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions.

• Applicable Data Protection Laws: means:
  • (a) To the extent UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
  • (b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
• Applicable Laws: all applicable laws, statutes, regulations from time to time in force.
• Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Charges: the sums payable for the Services, as set out in the Order.
• Customer: the customer placing the Order.
• Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
• Customer Materials: all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to the Supplier in connection with the Services, including the items provided pursuant to clause 4.1(c).
• Customer Personal Data: any personal data which the Supplier processes in connection with this agreement, in the capacity of a processor on behalf of the Customer.
• Deliverables: any output of the Services to be provided by the Supplier to the Customer as requested by the Customer in accordance with clause 3.4 below, and any other documents, products and materials provided by the Supplier to the Customer in relation to the Services.
• EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
• Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• Order: the Customer’s order for Services, as submitted via the Website.
• Services: the creative design services to be provided by the supplier as set out in the Order.
• Supplier: Blint.
• Supplier Personal Data: any personal data which the Supplier processes in connection with this agreement, in the capacity of a controller.
• UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
• VAT: value added tax [or any equivalent tax] chargeable in the UK [or elsewhere].
• Website: the Supplier’s website from time to time, currently located at https://www.blint.co.uk

1.2

Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4

The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.5

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8

This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

1.9

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.10

A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.11

A reference to writing or written includes email.

1.12

Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.13

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Commencement and Duration

2.1

This agreement shall commence on the date on which the Order is placed and shall continue, unless terminated earlier in accordance with clause 13 (Termination), for the following periods:

• (a) if a monthly subscription is purchased, for a period of one month, and thereafter shall automatically renew for successive periods of one month, unless either party gives to the other not less than seven (7) days’ written notice of its intention to terminate this agreement at the end of the first one month period, or any successive one month period;
• (b) if a three monthly subscription is purchased, for a period of three (3) months, and thereafter shall automatically renew for successive periods of three (3) months, unless either party gives to the other not less than thirty (30) days’ written notice of its intention to terminate this agreement at the end of the three (3) months period, or any successive three (3) months period;

3. Supplier’s Responsibilities

3.1

The Services provided pursuant to this agreement are meant for the purposes of providing a range of design services outlined in each plan type on our website.

3.2

All Services and all Deliverables are provided on an ‘as-is’ basis. The Supplier shall not be liable if the Services or Deliverables are not fit for any particular purpose for which the Customer wishes to use them.

3.3

It is the Customer’s responsibility to proof and check any Deliverables provided by the Supplier, and the Supplier shall not be responsible for any loss caused as a result of the Deliverables being inaccurate, incorrect or otherwise containing errors.

3.4

The Supplier shall use best endeavours to supply the Services, and deliver the Deliverables to the Customer, in accordance with this agreement in all material respects.

3.5

The Supplier shall use reasonable endeavours to meet the performance dates agreed between the parties, but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of this agreement.

3.6

Requests for Deliverables will be submitted by the Customer via the agreed-upon workflow tool.

3.7

Subject to clause 3.6, the Supplier will endeavour to provide the Customer with one Deliverable with the turnaround outlined by the plan selected. However, deadlines shall be an estimate only and time shall not be of the essence for delivery of any Deliverables.

3.8

If:

• (a) the Customer submits a request for a Deliverable on a day which is not a Business Day, or after 3pm on a Business Day, it will be deemed to have been submitted at 9am on the next Business Day; and
• (b) the Supplier requires further clarification or further information in order to prepare any Deliverables, it shall be entitled to notify the Customer of its further requirements, and the request for Deliverables shall be deemed to be submitted once the Customer provides such information in a form satisfactory to the Supplier.

3.9

The Supplier shall appoint one or more main points of contact for the Services. The Supplier shall use reasonable endeavours to ensure that the same people act as the contact point throughout the term of this agreement, but may replace that person from time to time.

4. Customer’s Obligations

4.1

The Customer shall:

• (a) cooperate with the Supplier in all matters relating to the Services;
• (b) submit all requests for Deliverables through the workflow page on the Website; and
• (c) provide the Supplier with all information it reasonably requests, in a standard satisfactory to the Supplier, in order to provide the Services and prepare the Deliverables.

4.2

If the Supplier’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.

5. Non-solicitation

5.1

The Customer shall not, without the prior written consent of the Supplier, at any time from the date of this agreement to the expiry of six (6) months after the termination or expiry of this agreement, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services.

5.2

Any consent given by the Supplier in accordance with clause 5.1 shall be subject to the Customer paying to the Supplier a sum equivalent to 20% of the then current annual remuneration of the Supplier’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.

6. Charges and Payment

6.1

In consideration of the provision of the Services by the Supplier, the Customer shall pay the monthly Charges as set out in the Order.

6.2

The Customer shall pay the Charges on the day on which the Order is placed, and on the same day of each month thereafter, by direct debit to a bank account nominated by the Supplier, or by credit card payment. If the day on which the Order is placed does not have an equivalent day on the next month (for example, 31 January) the monthly payment will be made on the closest day to that date (for example, 28 February).

6.3

The Supplier may increase the Charges not more than once in each 12 month period, provided that it shall give to the Customer not less than 45 days’ written notice of such increase.

6.4

Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under this agreement on the due date:

• (a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause 6.4(a) will accrue each day at 6% a year above the Bank of England’s base rate from time to time, but at 6% a year for any period when that base rate is below 0%;
• (b) the Supplier may suspend all or part of the Services until payment has been made in full.

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6.5

All sums payable to the Supplier under this agreement:

• (a) are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
• (b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Intellectual Property Rights

7.1

The Supplier warrants that the Deliverables, excluding any Customer Materials provided as part of such Deliverables, will not infringe any third party’s Intellectual Property Rights.

7.2

The Supplier shall carry out all relevant checks to satisfy itself that the Deliverables do not infringe the Intellectual Property Rights of any third party, and shall be liable to the Customer for any loss arising as a result of any such Deliverables.

7.3

In relation to the Deliverables:

• (a) the Supplier assigns to the Customer, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the Deliverables;
• (b) the Supplier shall obtain waivers of all moral rights in the Deliverables to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction; and
• (c) the Supplier shall, promptly at the Customer’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Customer may from time to time require for the purpose of securing for the Customer all right, title and interest in and to the Intellectual Property Rights assigned to the Customer in accordance with clause 7.3(a).

7.4

The Supplier:

• (a) warrants that the receipt, use and onward supply of the Works and the Deliverables by the Customer and its permitted sub-licensees shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
• (b) shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred or paid by the Customer arising out of or in connection with any claim brought against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt, use or supply of the Works and the Deliverables.

7.5

In relation to the Customer Materials, the Customer:

• (a) and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials; and
• (b) grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of this agreement for the purpose of providing the Services to the Customer.

7.6

The Customer:

• (a) warrants that the receipt and use of the Customer Materials in the performance of this agreement by the Supplier, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
• (b) shall indemnify the Supplier in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim brought against the Supplier, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of this agreement of the Customer Materials or for any breach by the Customer of clause 7.6.

7.7

Any stock images which are used by the Supplier in the course of provision of the Services, or within the Deliverables, are provided by the Supplier under the strict terms of the licence with the relevant provider and the Customer shall comply with such terms and any reasonable instructions of the Supplier in the use of such stock images.

7.8

The Customer shall use any stock images solely in the form in which they are provided by the Supplier as a Deliverable, and shall not amend such Deliverable or use the stock images in isolation.

8. Insurance

During the term of this agreement and for a period of 12 months after the expiry or termination of this agreement, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance at a level appropriate for the Services and shall, on Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium.

9. Compliance with Laws and Policies

9.1

In performing its obligations under this agreement, the Supplier shall comply with the Applicable Laws.

9.2

The Supplier will inform the Customer as soon as it becomes aware of any changes in the Applicable Laws.

10. Data Protection

10.1

For the purposes of this clause 10, the terms Commissioner, controller, data subject, personal data, personal data breach, processor and processing, shall have the meaning given to them in the UK GDPR, and supervisory authority shall have the meaning given to it in the EU GDPR.

10.2

Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 10 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

10.3

The parties have determined that, for the purposes of Applicable Data Protection Laws:

• (a) the Supplier shall process the personal data set out in paragraph 1.1 of Schedule 1 (Processing, personal data and data subjects) as processor on behalf of the Customer; and
• (b) the Supplier shall act as controller of the personal data set out in paragraph 1.2 of Schedule 1.

10.4

Should the determination in clause 10.3 change, the parties shall use all reasonable endeavours to make any changes that are necessary to this clause 10 and Schedule 1.

10.5

This clause 10.5 applies where the Supplier acts as controller pursuant to clause 10.3(b):

• (a) Without prejudice to clause 10.2, the Supplier:
  • (i) shall process all Supplier Personal Data strictly in accordance with its privacy policy in the form it appears at Schedule 1 (Supplier Privacy Policy).
  • (ii) shall not amend the Supplier Privacy Policy without the Customer’s prior written consent;
  • (iii) shall promptly comply with all reasonable instructions of the Customer in connection with the Supplier Privacy Policy, and any amendments, shall promptly provide copies of the same to the Customer on request in a commonly available electronic format, and hereby consents to the Customer making the Supplier Privacy Policy available to any applicable data subjects;
  • (iv) undertakes, warrants and represents that the Supplier Privacy Policy, and any amendments, will at all times comply with Applicable Data Protection Laws and that it will not make any amendments to the Supplier Privacy Policy where this would be in contravention of Applicable Data Protection Laws;
  • (v) as between the parties, is solely responsible for ensuring that the processing of Supplier Personal Data complies with Applicable Laws, including Applicable Data Protection Laws, and in particular, that all required fair processing information is provided to the relevant data subjects; and
  • (vi) promptly comply with any reasonable instructions received from the Customer to display or otherwise make available the Customer’s then-current version of its privacy policy via the goods or services provided by the Supplier. Such instructions may include implementing a reasonable process to certify that the data subject has acknowledged its terms.
• (b) If there are any inconsistencies or conflict between the terms of the Supplier Privacy Policy and this agreement, this agreement shall take precedence.

10.6

In relation to Customer Personal Data, paragraph 2 of Schedule 1 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.

10.7

Without prejudice to clause 10.2, the Supplier shall, in relation to Customer Personal Data:

• (a) process that Customer Personal Data only on the documented instructions of Customer, unless the Supplier is required by Applicable Laws to otherwise process that Customer Personal Data. Where the Supplier is relying on Applicable Laws as the basis for processing Customer Personal Data, the Supplier shall promptly notify Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying the Customer on important grounds of public interest. The Supplier shall immediately inform the Customer if, in the opinion of the Supplier, the instructions of the Customer infringe Applicable Data Protection Laws;
• (b) implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against its accidental loss, damage or destruction, including inter alia as appropriate:
  • (i) the pseudonymisation and encryption of Customer Personal Data;
  • (ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
  • (iii) the ability to restore the availability and access to Customer Personal Data in a timely manner in the event of a physical or technical incident; and
  • (iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing. In assessing the appropriate level of security the Supplier shall take into account in particular the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Customer Personal Data transmitted, stored or otherwise processed.
• (c) ensure, and procure that that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
• (d) promptly assist the Customer, in responding to any request from a data subject and in ensuring compliance with the Customer’s obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with the Commissioner, supervisory authorities or other regulators and, in particular, the Supplier shall promptly notify the Customer if it receives any complaint, notice or communication (whether from the Commissioner, any data subject, supervisory authority or other third party) which relates to processing of Customer Personal Data;
• (e) notify the Customer without undue delay (and no later than 24 hours) after becoming aware of a personal data breach and on suspecting the same, the Supplier shall promptly conduct an initial assessment to determine, with a reasonable degree of certainty, whether the event or incident qualifies for notification to the Customer under this clause 10.7(e) and shall provide a copy of this initial assessment along with such notification;
• (f) at the written direction of the Customer, delete or return to the Customer all Customer Personal Data on termination or expiry of the agreement, and certify to Customer in writing it has done so, unless the Supplier is required by Applicable Law to continue to process that Customer Personal Data, in which case the Supplier shall promptly notify the Customer, in writing, of what that Applicable Law is and shall only be permitted to process that Customer Personal Data for the specific purpose so-notified, and all other requirements set out in this clause 10 shall continue to apply to such Customer Personal Data notwithstanding the termination or expiry of this agreement for as long as such Customer Personal Data is processed by the Supplier. For the purposes of this clause 10.7(f) the obligation to “delete” data includes the obligation to delete data from back-up systems as well as live systems; and
• (g) maintain adequate records, and, on the Customer’s request, make available such information as the Customer may reasonably request, and allow for and submit its premises and operations to audits, including inspections, by the Customer or the Customer’s designated auditor, to demonstrate its compliance with Applicable Data Protection Laws and this clause 10.

10.8

The Supplier shall not, without the prior written consent of the Customer (and in any event subject to the Supplier providing the Customer with reasonable evidence that such activity is being undertaken in full compliance with Applicable Data Protection Laws):

• (a) appoint or replace (or change the terms of the appointment of) any other processor in relation to Customer Personal Data or transfer any Customer Personal Data to the same; or
• (b) carry out, via itself or via any other processor, any processing of Customer Personal Data, or transfer any Customer Personal Data, outside of the UK, including processing Customer Personal Data on equipment situated outside of the UK.

10.9

Either party may, at any time on not less than 30 days’ notice, revise clause 10.8 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

10.10

With regard to indemnity and liability:

• (a) the Supplier shall, subject to clause 12.4(c), indemnify and keep the Customer indemnified from and against any and all costs, damages and expenses of any kind arising from any claim or demand brought by any person, data subject, Commissioner or supervisory authority as a result of any breach or alleged breach by Supplier of any Applicable Data Protection Law or its obligations under liability for losses arising from breaches of this clause 10; and
• (b) the Supplier’s liability for losses arising from breaches of this clause 10 is set out in clause 12.4(c).

11. Confidentiality

11.1

Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, Customers, clients or suppliers of the other party, except as permitted by clause 11.2.

11.2

Each party may disclose the other party’s confidential information:

• (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11; and
• (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3

No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

12. Limitation of Liability

12.1

The restrictions on liability in this clause 12 apply to every liability arising under or in connection with this agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2

Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

12.3

Nothing in this agreement shall limit the Supplier’s liability under:

• (a) clause 7.4 (IPR indemnity).

12.4

Nothing in this agreement limits any liability which cannot legally be limited, including liability for:

• (a) death or personal injury caused by negligence; and
• (b) fraud or fraudulent misrepresentation.
• (c) a loss arising from either party’s failure to comply with its data processing obligations under clause 10 (Data protection).

12.5

Subject to clauses 12.2, 12.3 and 12.4 each party’s total liability to the other shall not exceed the greater of £500 and the total Charges paid by the Customer to the Supplier in the immediately preceding 12 month period pursuant to this agreement.

12.6

Each party shall not be liable to the other party for any:

• (a) loss of profits;
• (b) loss of sales or business;
• (c) loss of agreements or contracts;
• (d) loss of anticipated savings;
• (e) loss of or damage to goodwill;
• (f) indirect or consequential loss.

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13. Termination

13.1

Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

• (a) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
• (b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
• (c) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
• (e) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under this agreement has been placed in jeopardy.

13.2

Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if:

• (a) the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or
• (b) there is a change of Control of the Customer.

13.3

On termination or expiry of this agreement:

• (a) the Customer shall immediately pay to the Supplier all of the Supplier’s undisputed outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which, if undisputed, shall be payable immediately on receipt;
• (b) the Supplier shall on request return any of the Customer Materials not used up in the provision of the Services;
• (c) the Supplier shall provide any and all Deliverables or part-Deliverables created up to the point of termination or expiry; and
• (d) the following clauses shall continue in force: clause 1 (Interpretation), clause 5 (Non-solicitation), clause 7 (Intellectual property rights), clause 8 (Insurance), clause 10 (Data Protection), clause 11 (Confidentiality), clause 12 (Limitation of liability), clause 13 (Termination), clauses 15.4 to 15.7, clause 16 (Governing law) and clause 17 (Jurisdiction).

13.4

Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

14. Force Majeure

14.1

Force Majeure Event means any circumstance not within a party’s reasonable control including acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority; collapse of buildings, fire, explosion or accident; non-performance by suppliers or subcontractors; and interruption or failure of utility service.

14.2

Provided it has complied with clause 14.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

14.3

The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

14.4

The Affected Party shall:

• (a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than 30 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
• (b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

14.5

If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than four (4) weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 14 days’ written notice to the Affected Party.

15. General

15.1

This agreement is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

15.2

Neither party may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement without the consent of the other party.

15.3

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15.4

A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

15.5

A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

15.6

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

15.7

If any provision or part-provision of this agreement is deemed deleted under clause 15.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.8

This agreement together with the Order and the Schedules constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.9

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

15.10

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

15.11

Each party confirms it is acting on its own behalf and not for the benefit of any other person.

15.12

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

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15.13

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

• (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
• (b) sent by email to the address specified during the order process.

15.14

Any notice or communication shall be deemed to have been received:

• (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
• (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
• (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 15.14(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

15.15

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

16. Governing Law

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

17. Jurisdiction

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

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

Schedule 1 Processing, Personal Data and Data Subjects

1. Role of the Parties

1.1 Where the Supplier acts as a processor

The Supplier shall act as a processor.

1.2 Where the Supplier acts as a controller

Not applicable.

2. Particulars of the Processing

2.1 Scope

The subject-matter of Processing of Personal Data by the Supplier is the performance of the Available Services pursuant to the agreement and any related support.

2.2 Nature

Collection and storage of personal data.

2.3 Purpose of Processing

To provide the Available Services to the Customer; to be able to contact Customer’s employees involved in the engagement to liaise with them, collaborate, and to provide updates.

2.4 Duration of the Processing

For the duration of the agreement.

2.5 Types of Personal Data

Email address, name, job title, work telephone number, any other personal information provided by Customer employees to Supplier as part of engagement.

2.6 Categories of Data Subject

Customer’s employees.

3. Technical and Organisational Measures

Discussed with Supplier, formal policy to be shared via email as soon as feasible.

4. Supplier Privacy Policy

https://www.blint.co.uk/privacy-policy