Verse Group Ltd - Terms and Conditions
Please ensure that you have read and understood all the terms and conditions listed below.
The definitions and rules of interpretation in this clause apply in these terms and conditions.
Acceptance: the acceptance or deemed acceptance of the Technical Deliverable by the Client pursuant to 6.
Acceptance Tests: the tests to be carried out on the Technical Deliverable as set out in 6.
Background IP: the Intellectual Property Rights owned by a party on the Effective Date.
Business Day: a day other than a Saturday or Sunday or public holiday in England when banks in London are open for business.
Brand Guidelines: the Client’s guidelines for the use of the Client Materials and the Client’s trademarks, as provided to Verse in writing.
Change Control Procedures: the procedures set out in clause 17.
Charges: the charges set out in the Statement of Work, together with any charges arising from the Change Control Procedures.
Client: the person or entity which purchases Services from Verse.
Client Materials: the content or software provided to Verse by the Client from time to time for incorporation in the Deliverables.
Conditions: these terms and conditions.
Confidential Information: all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or during discussions between the parties), where the information is:
identified as confidential at the time of disclosure; or
ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
Contract: the contract between the parties for the provision and purchase of the Services and/or Deliverables, incorporating these Conditions and the terms in the relevant Statement (or Statements) of Work.
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016 ⁄ 679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 ⁄ 2426) as amended.
Deliverable: the Technical Deliverable or any other document or materials developed or supplied by Verse, its subcontractors or agents as part of the Services, including software, Design Work, concepts, data, specifications, plans and reports, as stated on the Statement of Work.
Design Agency: any design agency appointed by the Client or Verse to carry out part of the Services.
Design Work: images, graphic designs, logos and text created during the performance of the Services and provided as part of the Deliverables, excluding concepts that are not included in the finished design.
Effective Date: the date on which both parties have signed the Statement of Work, or, if there is no Statement of Work, the Supplier has accepted the order in accordance with 2.1.
Existing Fault: any fault in the Client Materials which existed prior to their being provided to Verse.
Generic Software: software, such as tools, which Verse uses in the development of websites generally.
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance from regulatory and advisory bodies (whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to the Client [(but not Verse)] relating to security of network and information systems and security breach and incident reporting requirements, which may include the Cybersecurity Directive ((EU) 2016 ⁄ 1148), Commission Implementing Regulation ((EU) 2018 ⁄ 151), the Network and Information systems Regulations 2018 (SI 506 ⁄ 2018), all as amended or updated from time to time.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) 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.
Marketing Policies: the Client’s policies relating to the advertising or marketing of the Client’s products and services, as specified in the Statement of Work.
Non-Supplier Defects: those defects described in 6.4.
Objective: the Client’s aims, goals, ambitions and desired outcomes for a particular Project.
Project: the provision by Verse of the Services as set out in the Statement of Work.
Project Plan: the timetable within which Verse will implement the Project as set out in the Statement of Work.
Server: a computer server administered by Verse.
Services: the services to be provided pursuant to the Contract as set out in the Statement of Work.
Site: the website to be designed, developed or hosted, as the case may be, as identified in the Statement of Work.
Software: the software for the Technical Deliverable commissioned by the Client as specified in the Statement of Works.
Specification: the specification for a Service or a Deliverable as set out in the Statement of Work or on Verse’s website at www.verse.co.uk.
Sprint: one of the key phases of work identified in the Statement of Work.
Statement of Work: the statement of work agreed in accordance with clause 2.
Technical Deliverable: a Deliverable involving software, such as the Site, an application, or a piece of software, as identified in the Statement of Work.
Third-Party Products: those third-party software products set out in the Statement of Works.
User: a user of the Technical Deliverable.
Verse: Verse Group Limited, a company incorporated and registered in England and Wales with company number 06994365 whose registered office is at Unit 2 Beezon Road, Kendal, England, LA9 6BW.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
1.2 Clause and Schedule headings do not affect the interpretation of this agreement.
1.3 References to clauses and Schedules are (unless otherwise provided) references to the clauses and Schedules of this agreement.
1.4 In the event and to the extent only of any conflict between the clauses and the Schedules, the clauses shall prevail.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
1.6 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.7 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.8 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.
1.9 References to content include any kind of text, information, image, or audio or video material which can be incorporated in a website for access by a Visitor to that website.
1.10 Writing or written includes email.
2. Scope of the project
2.1 Verse shall supply, and the Client shall purchase, the Services and Deliverables, subject to these Conditions and any terms set out in the relevant Statement of Work, which shall govern the Contract to the exclusion of any other terms including any terms put forward by the Client in its order or otherwise. Any order placed by the Customer is an offer to purchase Services on these Conditions and such offer is deemed accepted by Verse if it issues an order acceptance or, if earlier, starts to carry out the Services. If there is a conflict between these Conditions and the Statement of Work, the Statement of Work shall prevail.
2.2 The Client shall, from time to time, request in writing the provision of Services from Verse in relation to a particular Project setting out:
a) the Client’s Objectives;
b) any requirements and specifications for the Services, and the concept for any Deliverables;
c) timescales, including any relevant deadlines;
d) details of any Client Materials that will be provided;
e) any Brand Guidelines or Marketing Policies that will apply to the Project; and
f) the Client’s budget requirements.
2.3 Within 20 Business Days of receipt of a request for Services under clause 2.2, Verse shall either notify the Client that it is not able to provide the requested services or submit a draft Statement of Work to the Client.
2.4 Within 20 Business Days of receipt of the draft Statement of Work the Client shall either agree and sign the Statement of Work or the Statement of Work will be deemed withdrawn.
2.5 No Statement of Work is binding until signed by both parties.
2.6 Each Statement of Work is incorporated into the one Contract, and is subject to these Conditions.
3. Verse’s responsibilities
3.1 Verse shall supply the Services set out in the Statement of Work from the commencement date stated in the Statement of Work and shall use reasonable endeavours to:
a) perform the Services in accordance with the Sprints and timescales set out in the Statement of Work;
b) deliver the Deliverables to the Client;
c) comply with the Brand Guidelines and Marketing Policies; and
d) identify and inform the Client of any Existing Faults which may affect the provision of the Services or the Deliverables.
3.2 If Existing Faults are discovered after the parties have entered the Statement of Work, Verse shall, if requested and subject to agreement on costs, use reasonable endeavours to carry out the repairs to correct the Existing Fault to meet the Objectives. The costs of such repairs shall be additional to the Charges, but shall be agreed in writing by the parties before the repairs commence.
3.3 Verse may make reasonable adjustments to the Specification where they do not materially affect the quality or nature of the Service or Deliverable.
4. Client responsibilities
4.1 The Client acknowledges that Verse’s ability to provide the Services is dependent upon the full and timely co-operation of the Client (which the Client agrees to provide), as well as the accuracy and completeness of the design specifications provided by the Client or the Design Agency and any information and data the Client provides to Verse. Accordingly, the Client shall:
a) provide Verse with access to, and use of, all information, data and documentation reasonably required by Verse for the performance by Verse of its obligations under this agreement;
b) deal with Verse’s requests for information, instructions or approvals promptly; and
c) where the Statement of Work states that the Client is to instruct and manage the Design Agency, instruct and manage the Design Agency.
4.2 The Client shall be responsible for the accuracy and completeness of the Client Materials on the Site or within the Technical Deliverable in accordance with clause 14.
4.3 If the Client fails to respond to a request made by Verse within the time specified by Verse or unreasonably delays completion of a Sprint, then Verse may reasonably adjust:
a) the Charges to reflect any increase in costs which have been caused by the Client’s failure, provided Verse gives the Client reasonable details about the increase in costs; and
b) any timeframes in the Statement of Work.
5. Design work
5.1 Where applicable, Verse shall prepare concepts for a Project in accordance with the Statement of Work, and the Client shall select the concept that shall become the finished design.
5.2 Verse shall, upon the Client’s request, make such number of alterations or amendments to the finished design as is specified in the Statement of Work. Any further alterations or amendments requested by the Client shall be charged at Verse’s standard rates.
5.3 The Client is responsible for checking the accuracy of all Design Work, including any spelling mistakes in it. Verse shall not be liable for errors in the Design Work if the Client had the opportunity to check it in draft.
6. Development and acceptance
6.1 Once Verse has completed the design and development of the Technical Deliverable in accordance with the relevant Sprint in the Project Plan, Verse shall run the Acceptance Tests. The procedure set out in this clause, 6 shall be repeated in respect of the next Sprint and any further development works agreed by the parties from time to time.
6.2 The Acceptance Tests shall test compliance of the Technical Deliverable with its Specification.
6.3 Acceptance of the Technical Deliverable shall occur when it has passed the Acceptance Tests. Verse shall notify the Client when the tests have been passed and provide the results of the Acceptance Tests to the Client in writing.
6.4 If any failure to pass the Acceptance Tests results from a defect which is caused by an act or omission of the Client, or by one of the Client’s sub-contractors or agents for whom Verse has no responsibility (Non-Supplier Defect), the Site shall be deemed to have passed the Acceptance Tests notwithstanding such Non-Supplier Defect. Verse shall provide assistance reasonably requested by the Client in remedying any Non-Supplier Defect by supplying additional services or products. The Client shall pay Verse in full for all such additional services and products at Verse’s then current fees and prices.
6.5 Acceptance of the Technical Deliverable shall be deemed to have taken place upon the occurrence of any of the following events:
a) the Client uses any part of the Technical Deliverable for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or
b) the Client unreasonably delays the start of the relevant Acceptance Tests or any retests for a period of seven working days from the date on which Verse is ready to commence running such Acceptance Tests or retests.
7. Third-party products
The Third Party Products shall be supplied in accordance with the relevant licensor’s standard terms. The one-off licence fee for such Third Party Products is included in the Charges.
8. Project management
8.1 Each party shall appoint a project manager who shall:
a) provide professional and prompt liaison with the other party; and
b) have the necessary expertise and authority to commit the relevant party.
8.2 The project managers shall meet at least once every week until Acceptance and thereafter at least once every month. The Client shall provide minutes of these meetings to Verse.
9. Charges and payment
9.1 Unless otherwise stated in the Statement of Work, Verse shall issue a monthly VAT invoice in respect of the Charges, and the Client shall pay to Verse the Charges set out in such invoice within seven days of the date of Verse’s invoice.
9.2 If so stated on the Statement of Work, recurring costs of under £10,000 may be paid by direct debit, and the Client agrees to complete a direct debit mandate in good time before the Services start date.
9.3 Except where otherwise specified in the Statement of Work, the Client shall reimburse to Verse any reasonable expenses properly incurred by Verse in the performance of the Services provided they were approved in advance by the Client.
9.4 All Charges are exclusive of VAT.
9.5 If the Client fails to make any payment due to Verse under this agreement by the due date for payment, then, without limiting Verse’s remedies under clause 16, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
10.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.
10.2 Verse shall perform the Services with reasonable care and skill and in accordance with the relevant Specification in all material respects.
10.3 Verse warrants that the Technical Deliverable will perform substantially in accordance with its Specification for a period of three months from Acceptance. If it does not so perform, Verse shall, for no additional charge, carry out any work necessary in order to ensure that it substantially complies with its Specification.
10.4 The warranty set out in 10.3 shall not apply to the extent that any failure of the Technical Deliverable to perform substantially in accordance with the Specification is caused by any Client Materials.
10.5 Verse warrants that the non-Site Deliverables will be of satisfactory quality and fit for the purpose for which they are intended, and that they will conform in all material respects with the relevant Specification.
10.6 This agreement sets out the full extent of Verse’s obligations and liabilities in respect of the supply of the Services and Deliverables. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
a) does not warrant that:
(i) the Client’s use of the Services or the Site will be uninterrupted or error-free;
(ii) the Services or the Site will be free from Vulnerabilities;
(iii) the Services or the Site will comply with any Heightened Cybersecurity Requirements; or
(iv) any keyword or phrase will be in first position or consistently in the top ten results.
10.8 If the Client, or any third party authorised by the Client, makes any change to the Technical Deliverable without Verse’s prior written consent, Verse shall not be liable for any failure to provide the Services or Deliverables in line with the Contract to the extent the linkage or change has caused the failure.
11.1 From time to time Verse may offer the Client an upgrade to any Technical Deliverable it has supplied under the Contract. If the Client does not take the upgrade, and Verse retires support for the old version of the Technical Deliverable, Verse may discontinue support of the old version and shall not be liable for any breach of the Contract so caused.
12. Limitation of remedies and liability
12.1 Nothing in this agreement shall operate to exclude or limit Verse’s liability for:
a) death or personal injury caused by its negligence; or
b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
c) fraud; or
d) any other liability which cannot be excluded or limited under applicable law.
12.2 Verse shall not be liable to the Client for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
12.3 Subject to 12.1, Verse’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 200% of the total Charges payable by the Client to Verse under this agreement in that calendar year.
12.4 Verse may from time to time provide the Client (or their appointed third-party agent or supplier) with direct server, domain name, DNS, or other, access to the Site it is maintaining for the Client. In these situations, regardless of whether Verse is still carrying out work on the Site, Verse shall not be liable for the function, security, data protection or other aspects of the Site, or for any failure of the Site to meet the requirements of the Contract, in the absence of any wilful breach by Verse.
13. Intellectual property rights
13.1 All Intellectual Property Rights in the Deliverables (including in the content of the Site and the Software), but excluding the Client Materials and the Design Work, arising in connection with this agreement shall be the property of Verse, and Verse hereby grants the Client a non-exclusive licence of such Intellectual Property Rights for the purpose of operating and using the Technical Deliverable.
13.2 All Background IP remains the property of the party which owns it, and that party hereby grants the other party a non-exclusive licence of such Background IP for the purposes of the Contract.
13.3 The Intellectual Property Rights in any Generic Software incorporated in the Deliverables shall be the property of Verse, and Verse hereby grants the Client a non-exclusive licence of such Intellectual Property Rights for the purpose of operating and using the Technical Deliverable.
13.4 The Intellectual Property Rights in the Design Work shall vest in the Client upon full payment being made by the Client to Verse for such Design Work, and Verse shall, at the Client’s expense, do any act necessary to give full effect to this clause 13.4.
13.5 The Client shall indemnify Verse against all damages, losses and expenses arising as a result of any action or claim that the Client Materials infringe the Intellectual Property Rights of a third party.
13.6 Verse shall indemnify the Client against all damages, losses and expenses arising as a result of any action or claim that a Technical Deliverable infringes any Intellectual Property Rights of a third party in the UK, other than infringements referred to in 13.5.
13.7 The indemnities in 13.5, 13.6 and 14.4 are subject to the following conditions:
a) the indemnified party promptly notifies the indemnifier in writing of the claim;
b) the indemnified party makes no admissions or settlements without the indemnifier’s prior written consent;
c) the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and
d) the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.
13.8 The indemnities in 13.5, 13.6 and 14.4 may not be invoked to the extent that the action or claim arises out of the indemnifier’s compliance with any designs, specifications or instructions of the indemnified party.
14. Site content
14.1 If so agreed in the Statement of Work, Verse shall update the Site with Client Materials provided from time to time by the Client. The Client shall ensure that the Client Materials do not infringe any applicable laws, regulations or third-party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).
14.2 If so agreed in the Statement of Work, Verse shall grant the Client access to the Server in order to update information held on the Site.
14.3 Verse shall include only Client Materials on the Site. The Client acknowledges that Verse has no control over any content placed on the Site by Users and does not purport to monitor the content of the Site. Verse reserves the right to remove content from the Site where it reasonably suspects such content is Inappropriate Content. Verse shall notify the Client promptly if it becomes aware of any allegation that any content on the Site may be Inappropriate Content.
14.4 The Client shall indemnify Verse against all damages, losses and expenses arising as a result of any action or claim that the Client Materials constitute Inappropriate Content.
14.5 Verse may include the statement “Designed by Verse” on the home page of the Site in a form to be agreed.
15. Data protection
15.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause, 15 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
15.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and Verse is the Processor.
15.3 Without prejudice to the generality of 15.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer of the Personal Data to Verse for the duration and purposes of this agreement.
15.4 Without prejudice to the generality of 15.1, Verse shall, in relation to any Personal Data processed in connection with the performance by Verse of its obligations under this agreement:
a) process that Personal Data only on the documented written instructions of the Client unless Verse is required by Domestic Law to otherwise process that Personal Data. Where Verse is relying on Domestic Law as the basis for processing Personal Data, Verse shall promptly notify the Client of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits Verse from so notifying the Client;
b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
d) not transfer any Personal Data outside of the UK unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
(i) the Client or Verse has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject has enforceable rights and effective legal remedies;
(iii) Verse complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) Verse complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
e) assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
f) notify the Client without undue delay on becoming aware of a Personal Data breach;
g) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement unless required by Domestic Law to store the Personal Data; and
h) maintain complete and accurate records and information to demonstrate its compliance with this 15.
15.5 The Client consents to Verse appointing third-party processors of Personal Data under this agreement, provided Verse has entered into a written agreement with the third-party processor incorporating terms which are substantially similar to those set out in this 15. As between the Client and Verse, Verse shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this 15.
15.6 Verse may, from time to time, contact the Client by telephone or email to inform it of new Verse services or products, or to make team announcements.
15.7 Either party may, at any time on not less than 30 days’ notice, revise this clause 15 by replacing it with any applicable controller to processor standard clauses or similar terms adopted by the Information Commissioner or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
16. Term and termination
16.1 The Contract shall commence on the Effective Date and shall (subject to earlier termination under this clause, 16) continue in force for the period stated in the Statement of Work. Thereafter it will continue in force until terminated by either party serving three months’ written notice on the other party, which notice shall expire after three months, or on the completion of all Statements of Work entered into before the date on which it is served, whichever is later.
16.2 Without affecting any other right or remedy available to it, either party may terminate any Statement of Work on giving three months’ written notice to the other party.
16.3 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 fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
b) the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
d) the other party commences negotiations with all or any class of any of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors[ other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];
e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party;
g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 16.3 c) to 16.3 j) (inclusive);
l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
m) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; [or
n) any warranty given by the other party in clause 10 of this agreement is found to be untrue or misleading.
16.4 On termination of this agreement by Verse under 16.3, all licences granted by Verse under this agreement shall terminate immediately.
16.5 On expiry or termination of this agreement otherwise than on termination by Verse under 16.3, Verse shall promptly return all Client Materials to the Client, and shall provide to the Client an electronic copy of the Site (including all content on the Site). Verse shall provide such assistance as is reasonably requested by the Client in transferring the hosting of the Site to the Client or another service provider, subject to the payment of Verse’s expenses reasonably incurred.
16.6 On expiry or termination of this agreement, all provisions of this agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
17. Change control
17.1 Any request to change the scope of the Services shall be processed in accordance with the following Change Control Procedure.
17.2 Verse and the Client shall discuss any change to this agreement (Change) proposed by the other and such discussion shall result in either:
a) a written request for a Change by the Client; or
b) a written recommendation for a Change by Verse,
or, if neither the Client nor Verse wishes to submit a request or recommendation, the proposal for the Change will not proceed.
17.3 Where a written request for a Change is received from the Client, Verse shall, unless otherwise agreed, submit a Change control note (CCN) to the Client within the period agreed between them or, if no such period is agreed, within five Business Days from the date of receipt of such request for a Change, or inform the Client that Verse is not able to comply with such written request for a Change.
17.4 A written recommendation for a Change by Verse shall be submitted as a CCN direct to the Client at the time of such recommendation.
17.5 Each CCN shall contain:
a) the title of the Change;
b) the originator and the date of the request or recommendation for the Change;
c) the reason for the Change;
d) the full details of the Change, including any specifications and user facilities;
e) the price, if any, of or associated with the Change;
f) a timetable for implementation, together with any proposals for acceptance of the Change;
g) the impact, if any, of the Change on other aspects of this agreement, including:
(i) the Charges;
(ii) the contractual documentation; and
(iii) staff resources;
h) the date of expiry of validity of the CCN (which shall not be less than 10 Business Days); and
i) provision for signature of the CCN by the Client and Verse.
17.6 For each CCN submitted, the Client shall, within the period of validity of the CCN as set out in clause 17.5:
a) allocate a sequential number to the CCN;
b) evaluate the CCN, and as appropriate either:
(i) request further information; or
(ii) approve the CCN; or
(iii) notify Verse of the rejection of the CCN; and
c) if approved, arrange for two copies of the approved CCN to be signed for and on behalf of the Client and Verse. The signing of the CCN shall signify acceptance of a Change by both the Client and Verse.
17.7 Once signed by the Client and Verse, the Change shall be immediately effective and the Client and Verse shall perform their respective obligations on the basis of the agreed amendment.
18. Force majeure
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations.
19.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party, except as permitted by 19.2.
19.2 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 19; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
19.3 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.
20.1 Any notice given to a party under or in connection with this contract 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 in the Statement of Work as the main contact for the party.
20.2 Any notice shall be deemed to have been received:
a) if delivered by hand, 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;
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.
20.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
21.1 All media releases, public announcements and public disclosures by either party relating to this agreement or its subject matter, including promotional or marketing material, shall be co-ordinated with the other party and approved jointly by the parties prior to release.
21.2 Notwithstanding clause 21.1, Verse may use the Project as a case study, along with the Client’s logo, on its website.
21.3 Verse may ask the Client for a testimonial or ‘talking head’ video and the Client will not unreasonably refuse to provide one.
22. Assignment and subcontracting
22.1 Verse may assign any of its rights and obligations under the Contract provided it gives the Client prior written notice of the assignment.
22.2 The Client may not assign any of its rights or obligations under the Contract without Verse’s written consent, which shall not be unreasonably withheld or delayed.
22.3 Verse may subcontract any of its obligations under the Contract but will be liable for the performance or non-performance of its obligations by its subcontractors.
23. Entire agreement
23.1 This agreement 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.
23.2 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 or negligent misstatement based on any statement in this agreement.
24. Third-party rights
24.1 This agreement does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
25.1 Verse may update these Conditions from time to time provided it gives the Client a copy of the new version together with three months’ notice that they have been changed. The new version will apply to the Contract in place of the old version after the three months’ notice.
25.2 No variation of the Contract or of the Statement of Work shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
25.3 Notwithstanding clause 25.2, any obvious error or omission in any information, sales literature, quotation, price list, invoice or specification issued by Verse may be corrected by Verse without liability.
26.1 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.
26.2 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.
27. Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
28.1 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.
28.2 If any provision or part-provision of this agreement is deemed deleted under 28.1, 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.
29. 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.
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.