Baker Ing International LtdTerms and Conditions for the supply of B2B services

1. About Us

1.1. Company Details: Baker Ing International Limited a company incorporated and registered in England and Wales with company no. 09787114 and whose registered address is Office 7, 35-37 Ludgate Hill, London EC4M 7JN, United Kingdom, and is herein identified as “the Company”. Our VAT number is GB307100068 and The Company owns and operates this Website.

1.2. Contact us to contact us, telephone our customer service team on +44(0)207 871 1790 or email us at admin@bakering.global. If you intend to serve any formal notice under the terms of any Agreement, please see section 19 below.

1.3. Professional Indemnity Insurance the Company maintains professional indemnity insurance with Hiscox Underwriting Ltd of 22 Bishopsgate, London, EC2N 4BQ and our policy number is PL-PSC10002179030/13. The limit of indemnity under this policy is £500,000 (five hundred thousand pounds sterling) in respect of any one claim and, where applicable, in the aggregate. This amount represents the maximum sum recoverable under the policy for claims arising from the Services provided by the Company.

2. Regulatory Status

2.1. For the avoidance of any doubt, the Company is not authorised or regulated by the:

2.1.1. Financial Conduct Authority; or
2.1.2. Solicitors Regulation Authority,

and where the Services include the provision of any legal services, these activities shall be limited to the matters set out in these Terms and Conditions. Any legal proceedings will be conducted through instructed solicitors or legal partners where required by law.

3. Definitions

3.1. Throughout these Terms and Conditions, references to:

“We”, “Us” and “Our” refers to the Company.
“You”, “Your” and “Client” means the client of the Company or Website user, as identified in the applicable Agreement.
“Affiliate” means, in relation to a body corporate, any entity which directly or indirectly Controls, is Controlled by, or is under common Control with, that body corporate from time to time.
“Agreement” refers to the contractual relationship between you and us, which will formally commence upon the execution of the Contract.
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in the City of London are open for business.
“Charges” means all fees payable by you in relation to the Services provided by us including all fees, commissions, costs, disbursements, and/or any other sums due to us under the relevant Agreement, together with all interest.
“Commission” has the meaning given in clause 7.7.
“Confidential Information” means all information (however recorded or preserved) which is disclosed or otherwise made available by or on behalf of one party or its Affiliates (“Disclosing Party”) to the other party or its Affiliates (“Recipient”) in connection with the Agreement, whether before or after the date of the Agreement, which:
1. for the avoidance of any doubt, includes (without limitation):
  1. the terms of the Agreement and any discussions or negotiations relating to it;
  2. all information relating to a party’s business, operations, products, services, processes, trade secrets, know-how, software, algorithms, designs, drawings, plans, strategies, pricing, charges, customer or supplier details, databases, sales data and/or marketing information;
  3. any Personal Data disclosed in connection with the Agreement; and
  4. any analyses, compilations, copies, extracts, summaries, derivative works, or other materials prepared by or on behalf of the Receiving Party which contain or reflect such information;
2. is marked or described as confidential; or
3. ought reasonably to be regarded as confidential given its nature and/or the circumstances of its disclosure.
“Contract” has the meaning given in clause 5.3.3(a).
“Control” means the direct or indirect ownership of more than 50% of the voting rights in an entity, or the power to direct or cause the direction of its management and policies, whether through ownership of shares, membership interests, contract or otherwise.
“Data” means any data of whatever nature supplied by the Client or any of the Client’s customers including but without limitation any Debtor details and the specific information in connection with any Debt.
“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the United Kingdom, including the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, as amended, updated, replaced or re-enacted from time to time.
“Debt” means any sum, amount or monetary liability (including any principal, commercial or statutory interest, default interest, charges, fees, costs and/or expenses) which is due and owing, or claimed to be due and owing, by a Client from an applicable Debtor, pursuant to any contract, agreement, transaction, or other legally enforceable obligation, and which is referred by the Client to the Company in connection with the Services.
“Debtor” means any natural person, partnership, company, or other entity which is liable to a Client in respect of an outstanding Debt.
“Instruction” has the meaning given in clause 5.3 and “Instructions” shall be construed accordingly.
“Intellectual Property Rights” means all copyright, trademarks, service marks, trade names, design rights, database rights, patents, rights in software, rights in get-up and goodwill, and all other intellectual property rights, whether registered or unregistered, including applications for, and the right to apply for, any of the foregoing, in any jurisdiction.
“Operating System” the Company’s online portal in which we will provide the Services to you.
“Personal Data” has the meaning given under the Data Protection Legislation.
“Services” means the provision of credit control, debt recovery, legal and tracing services, insolvency services, marketing and prospecting data, and related outputs including reports, professional advice, management information (including but not limited to the assessment of creditworthiness of third parties), and such additional services in connection with the collection and management of credit ledgers.
“Website” means this website: www.bakering.com.

4. Our Agreement with You

4.1. Entire Agreement these terms and conditions, together with the Contract, and all submissions, confirmations, proposals, and/or agreed fee arrangements, whether delivered or received by either party in writing, constitute the entire Agreement between you and the Company, governing the provision of the Services.

4.2. Exclusions other than the matters described at clause 4.1, the Agreement specifically excludes and supersedes all prior agreements, arrangements, or any terms stipulated by you, or as otherwise implied by law, trade custom, practice or course of dealing, relating to the provision of the Services.

4.3. Representations: no employee or agent of the Company is authorised to make any representation concerning the Services unless it is confirmed by the Company in writing. You acknowledge that you have not relied upon any representation that is not so confirmed and irrevocably waive any right or remedy in respect of any such representation.

4.4. Client Contact during the term of the Agreement, we reserve the right to contact you in connection with any further developments to the existing Services and/or any new Services offered by the Company.

5. Services and Engagement

5.1. Description and Specification: any descriptions published on our Website are for the sole purpose of giving an approximate idea of the Services described in them. We will issue a specification detailing the Services we can offer tailored to your specific needs.

5.2. Changes to Specification we reserve the right to amend the specification of the Services from time to time, whether required by any applicable statutory or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services. Any material changes to the scope of the Services will be notified to you in writing.

5.3. Engaging our Services: further information about the Services we provide can be found under the relevant webpage of the “Services” section of our Website. If you wish to engage our Services:

5.3.1. please follow the prompts on the relevant webpage in order to submit an enquiry for the provision of those Services (“Enquiry”);
5.3.2. once an Enquiry is received, we will commence our onboarding process which may include:
1. arranging a meeting with you; and/or
2. seeking additional written information from you,
5.3.3. upon receipt of your Instructions, we will then:
1. provide a copy of our contract to you, which will incorporate these Terms and Conditions, in order to formalise our engagement (“Contract”);
2. and upload all Data and key information to our Operating System.
5.3.4. once the Contract is executed, our engagement will formally commence in accordance with clause 4, at which point we will begin providing the Services to you.

5.4. Licence the Services are provided to you through our Operating System under a limited, non-exclusive, non-transferable and non-sublicensable licence for your internal business use only within the United Kingdom and Republic of Ireland. Except as expressly permitted under the Agreement, you shall not

5.4.1. sell, assign, transfer, sublicense, distribute, commercially exploit or otherwise make the Services available to any third party;
5.4.2. use the Services for the benefit of any third party; or
5.4.3. incorporate or embed the Services into, or use the Services as part of, any product or service which you sell, supply, or make available to others.

5.5. Data Collection: throughout the term of the Agreement, the Company shall be responsible for uploading all Data collected from you to the Operating System, provided that such Data is received in the agreed “BI Import Template” format. You further acknowledge and agree that the provision of the Services by the Company is dependent on, and driven by, the timely receipt of your Data, as well as your responses to any queries raised by us concerning such Data.

5.6. Authority to Act subject always to applicable laws and regulatory obligations, you authorise us for the duration of the Agreement to:

5.6.1. take such lawful and proportionate actions as we reasonably consider appropriate for the recovery of all relevant Debt(s), including contact with the Debtor, negotiation of repayment arrangements, and escalation (where we deem it necessary);
5.6.2. appoint and instruct third-party collection agents, correspondents, legal advisers or other service providers (including those located outside the United Kingdom where appropriate) to act on your behalf, and/or on our behalf, in connection with recovery action;
5.6.3. receive payments from Debtor(s) in respect of the referred Debts, and to issue valid receipts and acknowledgements on your behalf;
5.6.4. exercise such ancillary rights as are reasonably required to progress recovery of such Debt(s), provided always that:
5.6.5. all such actions shall be undertaken in compliance with all applicable laws and regulations;
5.6.6. where we appoint any third-party collection agent or correspondent in connection with a referred Debt, you shall not approach, instruct, negotiate with, or otherwise engage such agent directly in relation to the Debt without our prior written consent
5.6.7. any payments received by us, or by any agent appointed by us, in respect of the referred Debt(s) shall constitute good and valid discharge to the Debtor, to the extent of the sums received;
5.6.8. our authority to act, and all further obligations imposed on us whether under the Agreement or otherwise, shall at all times remain subject to our rights under clause 5.7 (below).

5.7. Refusal to Act we may, at our sole discretion, refuse, suspend, or otherwise terminate the provision of any/all Services where we consider that continuing to act would:

5.7.1. require us to pursue the collection of any referred Debtor or referred Debt which we determine not to pursue, and we may decline to undertake, or discontinue, any such collection at any time upon notice to you;
5.7.2. breach any applicable laws or regulations;
5.7.3. expose the Company to any sanctions,
5.7.4. involve conduct that is unfair, oppressive, or unlawful; and/or
5.7.5. involve a conflict with our internal compliance policies (copies of which are available upon request); and/or
5.7.6. no longer be in the best interests of the Company,

and in such circumstances, no liability of the Company shall arise for any delay or cessation in providing the Services.

5.8. Legal Proceedings unless otherwise agreed in writing, we will not commence any legal proceedings without first consulting you and obtaining your written instructions. Where legal proceedings are to be commenced, such proceedings may be conducted by a third-party legal services provider in accordance with our Instructions and the terms of the Agreement.

5.9. Time for Performance while we will use all reasonable endeavours to meet any performance dates specified in your Instructions, you acknowledge and agree that any such dates are estimates only, and failure to perform the Services by such dates will not give you the right to terminate the Agreement.

6. Your Liabilities

6.1. Passwords and Account Details: for as long as the Services are provided to you, you agree to be responsible for maintaining the confidentiality of all passwords and account details to access the Operating System.

6.2. Authorised Users: unless otherwise agreed in writing, the right to access and use the Services is limited to one designated user. Use of the Services by more than one designated user, whether simultaneously or otherwise, shall require the purchase of additional licences.

6.3. Warranties, Representations, and Undertakings you warrant, represent, and undertake on an ongoing basis that:

6.3.1. you shall use the Services only for lawful purposes and strictly in accordance with the Agreement terms together with all applicable documentation or usage policies notified by us from time to time;
6.3.2. all Debts are genuine, legally enforceable, due and payable, and not subject to any bona fide dispute, counterclaim or set off (unless expressly notified to the Company in writing prior to referral);
6.3.3. all information and documentation supplied to the Company in connection with the Debts are true, accurate, complete and not misleading:
6.3.4. you have full legal right and authority to instruct the Company in respect of the Debts;
6.3.5. you have obtained and will continue to maintain in full force and effect for the duration of the Agreement, all licences, authorisations, consents, permits and agreements necessary to:
1. perform its obligations under the Agreement; and
2. grant the rights and provide all materials contemplated under the Agreement,
in each case in compliance with all applicable laws and regulations.
6.3.6. you shall immediately (and in any event within two (2) Business Days) notify us in writing of any monies, payments, offers, proposals, set off claims or correspondence received by you, or your agents, from, or on behalf of, any Debtor in connection with the subject matter of the Agreement;
6.3.7. you shall provide full details of any amount(s) received from any Debtor in connection with the Debt, the date of receipt, the method of payment, and any accompanying communication;
6.3.8. you shall promptly forward to us copies of all relevant correspondence from any Debtor in connection with their Debt;
6.3.9. you shall only take such copies of the Services as are reasonably required for the use of the Services in accordance with the terms of the Agreement;
6.3.10. you shall comply with all applicable laws and regulations in connection with your use of the Services and the referral of Debts, including all applicable Data Protection Legislation;
6.3.11. without limitation:
1. you have complied, and will continue to comply with all applicable Data Protection Legislation, in connection with the processing and sharing of all Personal Data provided to the Company;
2. all required notices have been given to data subjects; and
3. the transfer of such Personal Data to the Company is lawful.
6.3.12. you shall not without the Company’s prior written consent:
1. use the Service for any other purpose other than those permitted under the Agreement terms, and the Client’s specific attention is drawn to clause 5.4;
2. attempt to gain unauthorised access to the Services or modify the same;
3. accept, negotiate, waive, compromise, vary, or amend the terms of any agreement giving rise to a referred Debt;
4. agree any settlement, payment arrangement or write-off in respect of a referred Debt;
5. sell, assign, charge or otherwise transfer any referred Debt;
6. copy, modify, adapt, translate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any part of the Services in any form or by any means;
7. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying structure of the Services;
8. access or use the Services to develop, provide or support a product or service that competes with the Services, or to provide services to any third party:
9. use any automated system, software or process (including screen scraping, data harvesting or similar extraction tools) to access, extract or collect data from the Services;
10. and/or engage in any act or omission which is likely to damage the reputation, goodwill, or status of the Company.

6.4. Misuse: the Company may determine, acting reasonably, whether the Client’s use of the Services constitutes misuse, unauthorised use, or use otherwise inconsistent with the Agreement terms (“Misuse”), and:

6.4.1. where the Company reasonably considers that Misuse has occurred or is likely to occur, the Company may, without prejudice to any other rights or remedies available to it:
1. suspend or restrict access to the Services;
2. require the Client to take specified remedial steps; and/or
3. terminate the Agreement in accordance with its terms.
6.4.2. the Company’s determination under this clause shall be:
1. made in good faith and acting reasonably; and
2. final and binding save in the case of manifest error.

7. Charges, Payments and Indemnity

7.1. Charges: in consideration of us providing the Services to you, you must pay our Charges in accordance with this clause 7.

7.2. Calculation: the Charges are the prices quoted at the time of our Instruction, or as revised in accordance with this clause 7 from time to time, and are calculated in accordance with our fixed rates, taking into account all key information provided by you.

7.3. Estimates: whilst we take reasonable care to ensure that any Charges quoted for the Services are accurate at the time they are provided, all prices are estimates only and are based on the information available to us at that time. Our Charges may vary if the information provided proves to be inaccurate, incomplete, or subsequently changes.

7.4. Varying Charges: if you wish to change the scope of the Services following our Instruction, and we agree to such change, we will provide you with a revised estimate of the Charges which will be incurred in facilitating your updated Instructions.

7.5. Costs: you shall be responsible for and shall pay all court fees, third party fees (including all solicitors’ or legal representatives fees, collection agent fees, and any other third-party fees) including all costs, charges, commissions, disbursements, and/or expenses incurred by us in connection with the recovery of any Debt, and whether:

7.5.1. incurred prior to, on, or following the issue of legal proceedings;
7.5.2. or not such proceedings are ultimately commenced,

and such amounts shall be payable up to and including the date of termination of the Agreement; and irrespective of whether they are recoverable from the relevant Debtor.

7.6. Taxation: all Charges payable are exclusive of VAT and any other applicable taxes, duties, levies, or similar governmental charges. You shall be responsible for and shall pay any such amounts at the prevailing rate in addition to the Charges, at the same time as payment of the relevant Charges.

7.7. Commission we shall be entitled to charge Commission in respect of any referred Debt where payment or value is obtained, in whole or in part, including where:

7.7.1. payment is received during the term of the Agreement or within six (6) months following its termination;
7.7.2. the Debt is settled directly with you or through any third party:
7.7.3. goods or services are accepted in full or partial satisfaction of the Debt; or
7.7.4. any credit, instalment arrangement, set-off, or other compromise is agreed in respect of the Debt, and
7.7.5. where a referred debt has been paid prior to placement with us Commission shall be calculated on the gross amount recovered or agreed, irrespective of the manner or timing of settlement.

7.8. Payments: all Charges shall be paid in full within five (5) Business Days of the date of our invoice. Time for payment shall be of the essence, and payment shall be made in cleared funds without any deduction, withholding, counterclaim or set off. If any amounts due and owing remain unpaid after expiry of the payment date (as specified above), then we reserve the right to charge statutory interest in accordance with applicable late payment legislation, and/or interest at the maximum rate permitted by law, together with all costs of recovery. We reserve the right to suspend the provision of Services until all overdue Charges are paid in full.

7.9. How to Pay: all payments shall be made in cleared funds by electronic transfer to the bank account specified in our invoice or otherwise notified by us in writing. You shall ensure that payment is made using the correct reference details and shall remain responsible for any loss or delay arising from incorrect payment information provided by you.

7.10. Deductions: we reserve the right to deduct and retain our Charges from any monies recovered or received in connection with any referred Debt, whether such monies are paid directly to us or to any agent, solicitor or third party acting on our behalf.

7.11. Lien to secure payment of any sums due or becoming due to us, you grant us a lien over and continuing security interest in all referred Debts and any monies recovered in respect of them, including Debts placed with third-party agents, until such time that all outstanding Charges have been paid in full.

7.12. Interest without prejudice to any other rights or remedies available to the Company under the terms of the Agreement, the Company reserves the right to claim statutory interest and compensation pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time).

7.13. Interest Rate: if any Charges are not paid in full by the due date for payment, interest shall accrue on the overdue amount from the due date up to and including the date of actual payment (whether before or after judgment) at a rate of 4% per annum above the base rate from time to time of the Bank of England. Such interest shall accrue on a daily basis and be compounded quarterly.

7.14. Indemnity: the Client shall:

7.14.1. indemnify and keep indemnified the Company, its Affiliates and their respective directors, officers, employees and agents (together, the “Indemnified Parties”) against all losses, liabilities, damages, costs and expenses (including reasonable legal and professional fees and expenses) suffered or incurred by any Indemnified Party arising out of or in connection with:
1. any breach by the Client of the terms of the Agreement;
2. any unauthorised or prohibited use of the Services by the Client, in breach of the Agreement; and/or
3. any claim made against an Indemnified Party by a third party arising out of or in connection with the matters set out in clause 7.15.1(a) and (b).
7.14.2. also indemnify the Company for all reasonable costs and expenses (including legal fees on a full indemnity basis) incurred in recovering any sums due under the Agreement.

7.15. Statutory Rights nothing in the above indemnity clause shall limit or exclude any statutory right of recovery available to the Company, including the right to recover interest and compensation and reasonable recovery costs pursuant to applicable law.

7.16. Repayments: if any Charges previously received are subsequently reversed, dishonoured, clawed back, or otherwise not cleared (including by way of chargeback or non-clearance of cheque), you shall immediately repay to us any amount of the Charges previously credited or paid in respect of such funds.

7.17. Withdrawing Instructions where you wish to withdraw any referred Debt(s) prior to recovery, in addition to the matters set out in clause 8, you shall pay to us an amount equal to seventy-five percent (75%) of the Commission that would have been payable at the applicable rate on the outstanding balance of such Debt(s) immediately upon the date of withdrawal.

8. Ending the Agreement

8.1. Notice to Terminate: each party shall have the right to terminate the Agreement at any time by giving not less than [20] Business Day’s prior written notice to the other party.

8.2. Events of Default without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Agreement with immediate effect by giving written notice to you if:

8.2.1. you commit a material breach of any term of the Agreement and (if such a breach is remediable) fail to remedy that breach within [20] Business Days of you being notified in writing to do so;
8.2.2. you fail to pay any amount due under the Agreement on the due date for payment (please see clause 7);
8.2.3. you take any step or action in connection with you entering administration, provisional liquidation, or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 your 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;
8.2.4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
8.2.5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Agreement has been placed in jeopardy.

8.3. Effect of Termination immediately upon termination of the Agreement you shall make payment of all outstanding Charges due and owing to us at the date of termination.

8.4. Post-Termination Rights: termination of the Agreement (howsoever arising) will not affect your or our rights and remedies that have accrued as at termination.

8.5. Post-Termination Restrictions the Client shall not, during the term of the Agreement and for a period of 12 months following its termination or expiry, directly or indirectly:

8.5.1. solicit or entice away, or seek to solicit or entice away, any employee, director or consultant of the Company who has been materially involved in the provision of the Services to the Client during the 12 months preceding termination; or
8.5.2. employ or engage (or offer to employ or engage) any such person, without the Company’s prior written consent

8.6. Limit of Restriction: the above restriction shall not apply where the relevant individual responds to a bona fide general recruitment advertisement not specifically targeted at employees of the Company.

8.7. Survival: any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

9. Force Majeure

9.1. Force Majeure Event We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by any act or event beyond our reasonable control (“Force Majeure Event”).

9.2. Extension of Time If a Force Majeure Event occurs which affects the performance of our obligations under the Agreement:

9.2.1. we will contact you as soon as reasonably practicable to notify you; and
9.2.2. our obligations under the Agreement shall be suspended, and the time for performance of our obligations will be extended for the duration of the Force Majeure Event. We will arrange a new date for performance of the Services with you after the Force Majeure Event has ended.

9.3. Termination: You may immediately terminate any Agreement (or part thereof) affected by a Force Majeure Event on written notice, where such event has continued for more than 30 Business Days. In such circumstances, we will refund any monies paid by you, less the balance of the Charges incurred by us in performing the Services up to the date upon which the Force Majeure Event commenced.

10. Our Liability

10.1. PI Insurance Cover your attention is drawn to clause 1.3 (above), detailing the level of professional indemnity insurance cover maintained by the Company. The limits and exclusions in this clause 10 reflect the limitations of our insurance cover, and you are responsible for making your own arrangements for the insurance of any excess loss.

10.2. Warranties: the Company warrants that:

10.2.1. it shall (and shall ensure that its agents shall) perform the Services with such reasonable skill, care, and diligence to be expected of a suitably qualified and competent professional experienced in performing the same or similar services as those Services offered and performed by the Company and/or its Affiliates or agents;
10.2.2. it has obtained and shall maintain in full force and effect for the duration of the Agreement all licences, authorisations and consents necessary to perform its obligations under the Agreement, in compliance with applicable laws and regulations; and
10.2.3. the Services are provided for information and recovery support purposes only, on an “as available” basis, and are not intended to be relied upon as the sole basis for any commercial, legal or financial decision.

10.3. Accuracy of Data: the accuracy of the Services provided are entirely dependent upon Data and information supplied by the Client (or its Affiliates), and the Company does not verify such information and shall not be responsible for any inaccuracy, omission or error in the Services arising from inaccurate or incomplete Data supplied by the Client.

10.4. Unlimited Liability nothing in the Agreement shall limit any liability which cannot legally be limited, including liability for:

10.4.1. death or personal injury caused by negligence;
10.4.2. fraud or fraudulent misrepresentation; and
10.4.3. any terms implied by statute or common law, including (where applicable) the Sales of Goods Act 1979, Supply of Goods and Services Act 1982, and the Unfair Contract Terms Act 1977.

10.5. Limitation of Liability: subject to clause 10.4, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:

10.5.1. loss of profits or earnings;
10.5.2. loss of sales or business;
10.5.3. loss of agreements or contracts;
10.5.4. loss of anticipated savings;
10.5.5. subject to our ongoing compliance with clause 12 (Confidentiality and Data Protection), loss of use or corruption of Data or information;
10.5.6. loss of or damage to goodwill; and 10.5.7. any indirect or consequential losses.

10.6. Exclusions to the fullest extent permitted by law, the Company excludes all other warranties, representations or conditions, whether express or implied, including any implied warranties of satisfactory quality, fitness for a particular purpose or non-infringement.

10.7. Liability Cap: subject to clause 10.4, our total liability to you arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total sums recovered on your behalf under the Agreement within the 12-months immediately proceeding any claim or cause of action.

11. Intellectual Property Rights

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

11.2. Protection of Company IP you acknowledge and agree that:

11.2.1. all Intellectual Property Rights in the Services, including all materials, software, formulae, designs, artwork, written materials, branding, advertising or promotional content supplied or created by us in connection with the Agreement shall vest in and remain the exclusive property of the Company;
11.2.2. you acquire no Intellectual Property Rights under the Agreement and shall not use, reproduce, modify, distribute or otherwise exploit any such materials except as expressly permitted in writing by the Company; and
11.2.3. you shall not do, or permit to be done, any act which may infringe, prejudice or challenge the Company’s ownership of its Intellectual Property Rights.

12. Confidentiality and Data Protection

12.1. Confidential Information each party shall keep the other party’s Confidential Information secret and confidential and shall not:

12.1.1. use that Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Agreement (“Permitted Purpose”); or
12.1.2. disclose that Confidential Information in whole or in part to any person, except as permitted by clause 12.3.

12.2. Exceptions: for the avoidance of any doubt, information shall not be classed as Confidential Information in circumstances where the Recipient can demonstrate to the Disclosing Party that such information:

12.2.1. is or becomes generally available to the public other than as a result of the Recipient’s breach of the Agreement;
12.2.2. was lawfully in its possession on a non-confidential basis prior to any disclosure by the Disclosing Party;
12.2.3. is lawfully obtained from a third party without restriction and without breach of any obligation of confidentiality;
12.2.4. is independently developed without reference to the Confidential Information; or
12.2.5. is agreed in writing by the Disclosing Party not to be confidential.

12.3. Permitted Disclosure Subject to clause 12.4, each party may disclose the other party’s Confidential Information:

12.3.1. to its employees, officers, representatives, independent contractors, subcontractors and advisers (and those of its Affiliates) who need to know such information strictly for the purposes of filling all of its contractual obligations in connection with the Permitted Purpose (Representatives), and each party shall ensure that its Representatives comply with the confidentiality obligations set out in this clause 12; and
12.3.2. as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

12.4. Restrictions on Disclosure you shall not disclosure our Confidential Information to any competitor of ours except only:

12.4.1. in circumstances where you intend to transition the Services to a replacement supplier (provided that you have notified us in advance and have complied with our reasonable instructions during this process); or
12.4.2. with our prior written consent (not to be unreasonably withheld); and in either case, you shall ensure that any competitor receiving our Confidential Information complies with confidentiality obligations which are substantially equivalent to those set out in this clause 12.

12.5. Restrictive Period the provisions of this clause 12 shall continue to apply for a period of two (2) years after termination or expiry of the Agreement.

12.6. Personal Data we will only process or otherwise utilise any Personal Data provided by you strictly for the purposes of providing the Services.

12.7. Privacy Policy: we will process all Personal Data in accordance with our Privacy Policy, the terms of which are incorporated into the Agreement, and a copy of which can be accessed using the following link: Privacy Policy.

13. Complaints

Should any problems arise, or if you are dissatisfied with the Services provided, we’d refer you to our complaints policy, which can be accessed via the following link: Our Complaints Procedure.

14. No Partnership or Agency

No provision of the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party as the agent of the other party, or authorise any party to make or enter into any commitments for or on behalf of the other party.

15. Assignment and Sub-contracting

15.1. Our Right to Assign we may assign, sub-contract, or otherwise transfer our rights and obligations under the Agreement to another entity, but will always notify you of our intention to do so.

15.2. Company Liability where the Company sub-contracts its rights or obligations to any third-party pursuant to clause 15.1, it shall remain responsible for all acts and omissions of its sub-contractors, and the acts and omissions of those employed or engaged by such sub-contractors as if they were its own.

15.3. Your Restriction on Assignment you may only assign or transfer your rights or obligations under the Agreement with our prior written consent.

16. Rights of Third Parties

The Agreement is between you and us, and does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.

17. Waiver

17.1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

17.2. Any failure or delay by a party to exercise any right or remedy provided under the 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.

17.3. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

18. Severance

18.1. If any provision or part-provision of the 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.

18.2. If any provision or part-provision of the Agreement is deemed deleted under clause 18.1, 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.

19. Notices

19.1. Any notice:

19.1.1. given to a party under or in connection with the Agreement shall be in writing and sent by email to the addresses provided at the time of providing our Instructions; and
19.1.2. shall be deemed to have been received at the time of transmission or, if this time falls outside of normal business hours (being 9:00 to 17:00 on any Business Day), when business hours resume.

19.2. 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.

20. Variation

Any variation of the Agreement only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

21. Dispute Resolution

21.1. If a dispute arises out of or in connection with the Agreement or its performance, validity or enforceability (“Dispute”), then the parties shall follow the procedure set out in this clause:

21.1.1. either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents;
21.1.2. upon service of the Dispute notice, a Company contract manager and Client contract manager (together, the “Contract Managers”), or their nominated representatives, shall meet and attempt in good faith to resolve the Dispute;
21.1.3. if the Contract Managers (or their nominated representatives) are for any reason unable to resolve the Dispute within ten (10) Business Days of service of the Dispute notice, the Dispute shall then be referred to a senior executive representing each party (together, the “Executives”) who shall then attempt in good faith to resolve the matter; and
21.1.4. if and to the extent that the Executives are for any reason unable to resolve the Dispute within ten (10) Business Days of it being referred to them, either party shall then be entitled to commence legal proceedings against the other, and the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 22.

21.2. Subject to any application for injunctive or other urgent equitable relief, no party shall commence legal proceedings against the other in connection with any Dispute unless and until it has complied with the dispute resolution procedure set out in this clause.

22. Governing Law

The 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 laws of England and Wales.

23. 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) that arises out of or in connection with the Agreement or its subject matter or formation.