Terms and Conditions for White Label Products
The definitions and rules of interpretation in this clause apply in these conditions.
Acceptance: the acceptance of the Product by the Client pursuant to clause 4.
Acceptance Tests: the tests to be carried out on the Product as referred to in clause 4.
(a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom.
(b) to the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which FIXR is subject.
Applicable Data Protection Laws:
(a) to the extent the 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 FIXR is subject, which relates to the protection of personal data.
Charges: the charges in respect of the Services as set out or referred to in the Order Form together with any other charges that the parties agree in writing shall be paid by the Client to FIXR.
Client: the organisation named as the client in the Order Form or ticketing contract (as applicable).
Client Cause: any improper use, misuse or unauthorised alteration of the Product by the Client or any of its employees, consultants, agents or suppliers or any use by the Client of any software, including plugins, not provided by or approved in writing by FIXR.
Client Content: any documents, forms, photographs, images, plans, materials or other content provided to FIXR by the Client from time to time for uploading on to the Product.
Client Personal Data: any personal data which FIXR processes in connection with the Contract, in the capacity of a processor on behalf of the Client.
Client’s Project Manager: the person referred to as the Client’s project manager in the Order Form.
Commercially Reasonable Efforts: the same degree of priority and diligence with which FIXR meets the technical support needs of its other similar clients.
Contract: the agreement between the parties for the provision of the Services comprising the Order Form and these General Conditions as the same may be amended from time to time by agreement in writing between the parties.
Deliverables: the items to be delivered by FIXR to the Client in connection with the Services as specified in the Scope of Work or as otherwise agreed in writing by the parties or as deemed agreed by the parties in accordance with the Contract, including the Product.
Delivery Date: the date agreed in writing between the parties by which FIXR shall deliver the Deliverables to the Client.
Effective Date: the date described as the “Effective Date” in the Order Form.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
Expenses: expenses reasonably incurred by FIXR in connection with performance of the Contract for example for site visits, travel, courier charges and items that form part of the Deliverables.
Fault: any failure of the Product to operate in all material respects in accordance with the Product Specification.
FIXR: VIPR Digital Limited, incorporated and registered in England and Wales with company number 08184813, whose registered office is at 4th Floor, Cameo House, 11 Bear Street, London WC2H 7AS.
FIXR Personal Data: any personal data which FIXR processes in connection with the Contract, in the capacity of a controller.
FIXR’s Project Manager: the person referred to as FIXR’s project manager in the Order Form.
Initial Term: the initial term of this Contract as referred to in the Order Form.
Intellectual Property Rights: 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.
Order Form: FIXR’s order form or the ticketing contract (as applicable) between FIXR and the Client which identifies, amongst other things, the Scope of Work, the Charges, FIXR’s Project Manager and the Client’s Project Manager.
Out-of-scope Technical Support Services: any services provided by FIXR in connection with any apparent problem regarding the Product reasonably determined by FIXR not to have been caused by a Fault, but rather by a Client Cause or a cause outside FIXR’s control (including any investigational work resulting in such a determination).
Product: the website and/or the application to be designed and developed by FIXR as part of the Deliverables.
Product Specification: the specification for the Product as agreed in writing between the parties.
Scope of Work: the scope of work set out or referred to in the Order Form subject to modification with the prior written consent of the parties.
Services: the services to be provided pursuant to the Contract as referred to in the Scope of Work and such other services as are agreed in writing between the parties from time to time.
Stages: the key stages of work identified in the Scope of Work subject to modification by agreement in writing by the parties.
Support Hours: 9.00 am to 5.00 pm Monday to Friday, except on days which are bank holidays in England.
Technical Support Request: request made by the Client’s Project Manager for the correction of a Fault.
Third Party Products: those third party owned products (including third party owned software) described or referred to in the Order Form or as agreed in writing between the parties to be included in the Deliverables.
UK GDPR: has the meaning given to it in the Data Protection Act 2018.
1.1 If there is an inconsistency between any of the provisions in these general conditions and the Order Form, the provisions in these general conditions shall prevail.
1.2 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.4 Any obligation on FIXR or the Client not to do something includes an obligation not to allow that thing to be done.
1.5 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.
1.6 A reference to writing or written includes e-mail.
1.7 A “party” means either FIXR or the Client and “parties” means both FIXR and the Client.
2. Scope of the project
FIXR shall supply the Services and the Deliverables to the Client in accordance with the Scope of Work and the Stages.
3. Client responsibilities
3.1 The Client acknowledges that FIXR's ability to provide the Services is dependent upon the full and timely co-operation of the Client (which the Client agrees to provide).
3.2 The Client agrees that if it has accepted any element of the Services and/or the Deliverables then, if it wishes to make any changes to such element, FIXR may charge additional amounts (including additional expenses) to make such changes, such amounts to be agreed in writing between the parties.
3.3 The Client shall be responsible for the accuracy and completeness of the Client Content.
3.4 The Client shall be responsible for ensuring that its use of the Product at all times meets the requirements of applicable law and shall not do or omit to do anything or permit anything to be done in connection with its use of the Product that is unlawful or which may damage the reputation of FIXR.
3.5 For the avoidance of doubt, it is the Client’s responsibility to draft and publish appropriate legal notices in connection with its use of the Product including terms and conditions of service, acceptable use policies and privacy notices.
4. Development and acceptance of the Product
4.1 Once FIXR has completed building the Product, FIXR and the Client shall each run tests to verify that the Product complies with the Product Specification in all material respects (Acceptance Tests).
4.2 Acceptance of the Product shall be deemed to have taken place upon the occurrence of any of the following events:
(a) the Client confirms that the Product has passed the Acceptance Tests;
(b) the Client uses any part of the Product for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or
(c) the Client unreasonably delays the start of the relevant Acceptance Tests or any retests for a period of seven working days.
4.3 The Client shall not unreasonably withhold, condition or delay its confirmation that the Product or any element of the Product has passed the Acceptance Tests.
4.4 Notwithstanding any other provision in the Contract, the Client agrees that if it has accepted any element in the design and development of the Product, for example, the Product Specification and/or the process that FIXR shall follow to develop the Product then, if the Client wishes to make any changes to such elements, FIXR may charge additional amounts (including additional expenses) to make such changes.
5. Third party products
The Third Party Products shall be supplied in accordance with the relevant licensor's standard terms. Unless otherwise stated in the Order Form or agreed in writing between the parties, the Client shall be responsible for paying all costs, including licence fees and royalty fees, if any, required for the use of such Third Party Products.
6. Project management
6.1 The Client’s Project Manager and FIXR’s Project Manager shall:
(a) provide professional and prompt liaison with each other; and
(b) have the necessary expertise and authority to commit the relevant party.
6.2 The Client’s Project Manager shall meet with FIXR’s Project Manager at such times and locations as reasonably requested by FIXR’s Project Manager.
7. Support Services
7.1 FIXR shall ensure that the support as detailed in the Order Form is available by telephone and e-mail during the Support Hours to provide assistance to the Client in respect of the following:
(a) remedying Faults in the Product; and
(b) providing advice on the use of the Product.
7.2 FIXR shall use Commercially Reasonable Efforts to correct all Faults notified to it by the Client.
7.3 FIXR may reasonably determine that any services are Out-of-scope Technical Support Services. If FIXR makes any such determination, it shall promptly notify the Client of that determination and suggest a way forward.
7.4 FIXR shall use its reasonable endeavours to provide Out-of-scope Technical Support Services. In respect of any such services that it provides, additional charges may apply which will be agreed in advance with the Client.
7.5 FIXR shall give the Client regular updates of the nature and status of its efforts to correct any Fault.
7.6 Except in an emergency, all Technical Support Requests shall be made by the Client’s Project Manager who shall liaise with FIXR’s Project Manager in connection with the fixing of any Fault.
7.7 The Client acknowledges and accepts that all software suffers bugs and that FIXR cannot ensure that the Product is error-free.
7.8 For the avoidance of doubt:
(a) FIXR’s provision of support services does not include the design and development of new features or functionality for a Product; and
(b) any unused support hours in a month are extinguished at the end of that month – they do not roll over into another month.
8. Charges and payment
8.1 FIXR shall issue invoices in respect of the Charges and the Expenses in accordance with the Order Form, and the Client shall pay to FIXR the Charges and Expenses set out in such invoices within 14 days of receipt of such invoices or within such other period as described in the Order Form or as agreed in writing by the parties.
8.2 All Charges are exclusive of VAT.
8.3 If the Client fails to make any payment due to FIXR under the Contract by the due date for payment, then, without limiting FIXR’s remedies under clause 13, 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 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
8.4 All sums payable to FIXR under the Contract 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).
9.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform the Contract.
9.2 FIXR warrants that it shall perform the Services with reasonable care and skill.
9.3 FIXR does not make any representations or offers any warranties or guarantees as to the results that will be achieved by the Client’s use of the Services or the Deliverables.
9.4 The Contract sets out the full extent of FIXR's obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into the Contract or any collateral contract (whether by statute or otherwise) are, to the maximum extent permitted by law, hereby expressly excluded.
10. Limitation of remedies and liability
10.1 Except as expressly and specifically provided in the Contract (or any collateral contract) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract.
10.2 Nothing in the Contract shall operate to exclude or limit FIXR’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.
10.3 Subject to clause 10.1 and 10.2:
(a) FIXR shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of agreements or contracts, loss of anticipated savings, depletion of goodwill, loss of reputation and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract and/or any collateral contract; and
(b) the aggregate liability of FIXR (including its respective partners, officers, employees, contractors, directors, sub-contractors and agents) under or in connection with the Contract and/or any collateral contract, whether in contract, tort (including negligence) or otherwise in any contract year shall be limited to the cap.
10.4 In clause 10.3 and in this clause 10.4:
(a) cap. The cap is the total Charges received by FIXR in the contract year in which the breaches of contract, tort, duty, misrepresentation or other default occurred; and
(b) contract year. A contract year means a 12-month period commencing with the Effective Date of the Contract or any anniversary of it.
10.5 Unless the Client notifies FIXR that it intends to make a claim in respect of an event within the notice period, FIXR shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10.6 This clause 10 shall survive termination of the Contract.
11. Intellectual property rights
11.1 The Client acknowledges and agrees that FIXR and/or its licensors own all Intellectual Property Rights in the Services and the Deliverables including in the product of any development and/or integration work that FIXR may carry out for the Client including where any elements of such product were developed as a result of or using the Client’s ideas, suggestions or other feedback supplied by the Client. Except as expressly stated herein, the Contract does not grant the Client any Intellectual Property Rights in or any other rights or licences in respect of the Services or the Deliverables or of the product of any development and/or integration work that FIXR may carry out for the Client.
11.2 FIXR hereby grants the Client, subject to the terms of the Contract, the non-exclusive, non-transferable right to use the Product for any purpose related to the Client’s business for the duration of the Contract.
11.3 The parties acknowledge and agree that the Intellectual Property Rights in the Client Content are, and shall remain, the property of the Client.
11.4 The Client grants FIXR the non-exclusive right to use the Client Content for the purpose of performing its duties under the Contract.
11.5 The Client shall indemnify FIXR against all damages, losses and expenses arising as a result of any action or claim that the Client Content infringes the Intellectual Property Rights of a third party.
11.6 Subject to clause 11.7, FIXR shall indemnify the Client against all damages, losses and expenses arising as a result of any action or claim that the Deliverables infringe any Intellectual Property Rights of a third party.
11.7 FIXR shall have no liability arising out of any action or claim that use of the Third Party Products infringes the Intellectual Property Rights of a third party.
11.8 The indemnities in clause 11.5 and clause 11.6 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.
11.9 The indemnities in clause 11.5 and clause 11.6 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.
12. Data protection
12.1 For the purposes of this clause 12, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
12.2 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 12 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.
12.3 The parties have determined that, for the purposes of Applicable Data Protection Laws:
(a) FIXR shall act as controller of the personal data set out in paragraph 1.1 of Part 1 of Schedule 1; and
(b) FIXR shall process the personal data set out in paragraph 1.2 of Part 1 of Schedule 1 as a processor on behalf of the Client.
12.4 Should the determination in clause 12.3 change, then each party shall work together in good faith to make any changes which are necessary to Schedule 1.
12.5 Without prejudice to the generality of clause 12.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the FIXR Personal Data and the Client Personal Data to FIXR and/or lawful collection of the same by FIXR for the duration and purposes of the Contract.
12.6 In relation to the Client Personal Data, Part 2 of Schedule 1 sets out the scope, nature and purpose of processing by FIXR, the duration of the processing and the types of personal data and categories of data subject.
12.7 Without prejudice to the generality of clause 12.2, FIXR shall, in relation to Client Personal Data:
(a) process that Client Personal Data only on the documented instructions of the Client, unless FIXR is required by Applicable Laws to otherwise process that Client Personal Data. Where FIXR is relying on Applicable Laws as the basis for processing Client Personal Data, FIXR shall notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit FIXR from so notifying the Client on important grounds of public interest. FIXR shall inform the Client if, in the opinion of FIXR, the instructions of the Client infringe Applicable Data Protection Laws;
(b) implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data, which the Client has reviewed and confirms are 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;
(c) ensure that any personnel engaged and authorised by FIXR to process Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
(d) assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to FIXR), and at the Client's cost and written request, in responding to any request from a data subject and in ensuring the Client's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(e) notify the Client without undue delay on becoming aware of a personal data breach involving the Client Personal Data;
(f) at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination of the Contract unless FIXR is required by Applicable Law to continue to process that Client Personal Data. For the purposes of this clause 10.8(f) Client Personal Data shall be considered deleted where it is put beyond further use by FIXR; and
(g) maintain records to demonstrate its compliance with this clause 12 and allow for reasonable audits by the Client or the Client's designated auditor, for this purpose, on reasonable written notice.
12.8 The Client hereby provides its prior, general authorisation for FIXR to:
(a) appoint processors to process the Client Personal Data, provided that FIXR:
i. shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on FIXR in this clause 12;
ii. shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of FIXR; and
iii. shall inform the Client of any intended changes concerning the addition or replacement of the processors, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to FIXR's reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Client shall indemnify FIXR for any losses, damages, costs (including legal fees) and expenses suffered by FIXR in accommodating the objection; and
(b) transfer Client Personal Data outside of the UK as required for the purpose of delivering the Services, provided that FIXR shall ensure that all such transfers are effected in accordance with Applicable Data Protection Law. For these purposes, the Client shall promptly comply with any reasonable request of FIXR, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
12.9 Either party may, at any time on not less than 30 days' notice, revise clause 12.8 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 the Contract).
13. Term and termination
13.1 The Contract shall commence on the Effective Date. Unless terminated earlier pursuant to this clause 13, the Contract shall continue for the Initial Term and shall automatically extend for 12 months (Extended Term) at the end of the Initial Term and at the end of each Extended Term. Either party may give written notice to the other party not later than 60 days before the end of the Initial Term or the relevant Extended Term, to terminate the Contract at the end of the Initial Term or the relevant Extended Term, as the case may be.
13.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within ten days of that party being notified in writing to do so;
(b) 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;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) 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 the Contract has been placed in jeopardy.
13.3 Without affecting any other right or remedy available to it, FIXR may terminate the Contract with immediate effect by giving written notice to the Client:
(a) if the Client fails to pay any amount due under the Contract on the due date for payment; or
(b) if the Client no longer engages FIXR to provide ticketing services.
13.4 On termination of the Contract by FIXR pursuant to clause 13.3, all licences granted by FIXR under the Contract shall terminate immediately.
13.5 On termination of the Contract the Client shall immediately pay to FIXR all of FIXR's outstanding unpaid invoices and interest and, in respect of work done but for which no invoice has been submitted, FIXR shall submit an invoice, which shall be payable by the Client immediately on receipt.
13.6 On termination of the Contract, all provisions of the Contract 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.
13.7 Without affecting any other right or remedy available to it, FIXR may suspend the supply of Services under the Contract or any other contract between FIXR and the Client if the Client fails to pay any amount due under the Contract on the due date for payment, if the Client fails to remedy a breach of the Contract in accordance with clause 13.2(a), if the Client becomes subject to any of the events listed in clause 13.2(b) to clause 13.2(d) (inclusive), or FIXR reasonably believes that the Client is about to become subject to any of them.
14. Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six weeks or more, the party not affected may terminate the Contract by giving seven days' written notice to the affected party.
15.1 Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 15.2.
15.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives 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 the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 15; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 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 the Contract.
16. Entire agreement
16.1 The Contract 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.
16.2 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 the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
17. Third party rights
The Contract does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
19.1 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
19.2 A failure or delay by a party to exercise any right or remedy provided under the Contract 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 the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
20. Rights and remedies
Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
21.1 If any provision or part-provision of the Contract 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 the Contract.
21.2 If any provision or part-provision of the Contract is deemed deleted under clause 21.1, 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.
22. Governing law
The Contract 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 the Contract or its subject matter or formation.
Schedule 1 Data Protection
Part 1 – Role of the parties
1.1 Where FIXR acts as a controller:
(a) when processing personal data contained within correspondence between the Client’s officers and staff and FIXR’s staff and/or documents relating to the establishment, management, audit and operation of the Contract including the Services, orders for Services and payment for the Services and any other communications which FIXR may wish to rely on to establish its rights and liabilities under the Contract; and
(b) when processing the personal data of the Client’s officers and staff for marketing purposes.
1.2 Where FIXR acts as a processor:
(c) save as set out in paragraph 1.1 of this Part 1, when processing personal data contained in any Product or contained in any Client Content.
Part 2 – Particulars of processing
Accessing and using the relevant personal data for the purposes of delivering the Services.
Accessing personal data as a by-product of delivering the Services and using personal data for the Client’s marketing activities.
1.3 Purpose of processing
To enable FIXR to deliver the Services.
1.4 Duration of the processing
The duration of the Contract and such reasonable time after this period to enable FIXR to transfer or delete the relevant data or as otherwise agreed between the parties.
1.5 Types of personal data
Name, contact details, IP address and such other personal data as processed by FIXR as a data processor in connection with the Contract.
1.6 Categories of data subject
The Client’s customers’ staff, the Client’s potential customers’ staff and such other data subjects whose personal data is processed by FIXR as a data processor in connection with the Contract.