Contents

1.  Interpretation

2.  Basis of Contract

3.  Client's Obligations

4.  Jayva's Obligations

5.  LEAP Implementation and Training

6.  Change Control

7.  Charges and Payment

8.  Cancellation or Postponement of Services

9.  Intellectual Property Rights

10.  Data Protection

11.  Confidentiality

12.  Indemnity

13.  Limitation of Liability

14.  Termination

15.  Force Majeure

16.  Waiver

17.  Rights and Remedies

18.  Severance

19.  Entire Agreement

20.  Assignment

21.  No Partnership or Agency

22.  Third Party Rights

23.  Notices

24.  Governing Law

25.  Jurisdiction

Schedule 1 — Data Processing Particulars

1.  INTERPRETATION

The Services Confirmation records the engagement-specific scope, deliverables, exclusions, charges, timetable, responsibilities and dependencies. Condition 2 governs contract formation and the order of precedence between contractual documents. Conditions 5 and 8 govern confirmed bookings and cancellation; condition 7 governs invoicing and payment; conditions 9 to 13 govern intellectual property, data protection, confidentiality, indemnities and liability; and conditions 14 and 23 govern termination and notices. Schedule 1 contains the data processing particulars, subject to the engagement-specific arrangements permitted by condition 2.2.

The definitions and rules of interpretation in this condition apply in these Terms and Conditions.

1.1  Definitions: the following words and expressions have the meanings set out below wherever they appear in these Terms and Conditions, unless the context otherwise requires.

the Services that do not form part of, and are additional to, the LEAP Implementation and Training.

Applicable Data Protection Laws

Applicable Laws

Booking Confirmation

Business Day

Business Hours

Client

Client Materials

Client Personal Data

Confidential Information

Contract

EU GDPR

Group

Intellectual Property Rights

Jayva

Jayva Materials

Jayva's Project Manager

LEAP

LEAP Implementation and Training

Mandatory Policies

Project

Project Milestone

Services

Services Confirmation

Training Materials

UK GDPR

VAT

1.2  Condition, Schedule and paragraph headings shall not affect the interpretation of these Terms and Conditions.

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

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

1.5  Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular, and a reference to one gender includes a reference to the other genders.

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

1.7  A reference to writing or written excludes faxes but not email.

1.8  References to conditions and Schedules are to the conditions and Schedules of these Terms and Conditions.

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

2.  BASIS OF CONTRACT

2.1  These Terms and Conditions shall:

(a)   apply to and be incorporated in the Contract; and

(b)   prevail over any inconsistent terms or conditions contained in, or referred to in, the Client's order form, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.

2.2  No variation of the Contract shall be binding unless agreed in writing by duly authorised representatives of both parties, including by email. Changes to the Services shall follow condition 6. In the event of inconsistency, the order of precedence shall be: first, an expressly agreed variation; second, the Services Confirmation; third, these Terms and Conditions; and fourth, their Schedules. However, the Services Confirmation shall override a legal provision of these Terms and Conditions only where it expressly identifies that provision and the agreed departure. Engagement-specific processing particulars may supplement or replace Schedule 1 but shall not reduce the safeguards in condition 10 or Applicable Data Protection Laws.

2.3  Jayva shall provide the quote and these Terms and Conditions to the Client before acceptance. The Client may accept the quote in writing, including by email, or issue an order referring to it. A Contract is formed when Jayva confirms that acceptance or order in writing, or commences the agreed Services following the Client's acceptance. Acceptance must be by an authorised representative of the Client. The Client's standard terms attached to, enclosed with or referred to in an order shall not govern the Contract unless expressly agreed under condition 2.2.

2.4  Any descriptions or illustrations contained in Jayva's advertising, brochures or other marketing collateral are provided for the sole purpose of giving an approximate idea of the Services and do not form part of the Contract or have any contractual force.

3.  CLIENT'S OBLIGATIONS

3.1  The Client shall:

(a)   use reasonable endeavours to procure that its employees and agents promptly and fully co-operate with Jayva. The Client shall identify its authorised operational and commercial contacts in the Services Confirmation and notify changes in writing. Jayva may rely on operational instructions from those contacts within their notified authority. Changes to scope, charges or contractual terms require written approval by authorised commercial representatives under conditions 2.2 and 6. Jayva shall seek clarification where an instruction is outside the agreed scope or there is reasonable doubt about authority;

(b)   provide in a timely manner such access to the Client's premises, data and IT systems, and such office accommodation and other facilities, as is reasonably required for the Services during normal working hours and at other times by mutual agreement, and provide a safe working environment. Claims arising from injury or damage on the Client's premises shall be determined by each party's legal responsibility, subject to condition 13, rather than an indemnity merely because the event occurred during the Services;

(c)   be responsible for obtaining and maintaining, at its own cost, all licences, subscriptions, permissions and rights necessary for the use of the LEAP platform and software and any other platforms, software or services required for the provision of the Services, and shall ensure such licences and rights remain in force for the duration of the Contract;

(d)   promptly procure login and/or credentials for the Client's software and systems, including its instance of the LEAP platform, that Jayva requires access to in order to provide the Services;

(e)   provide in a timely manner such information as Jayva may request, and ensure that such information is accurate and complete in all material respects; and

(f)    be responsible, at its own cost, for preparing the relevant premises for the supply of the Services.

3.2  If the Client or its personnel prevent or delay Jayva's performance, Jayva shall notify the Client promptly, explain the effect on the timetable and take reasonable steps to mitigate the impact. The Client shall reimburse reasonable, evidenced and unavoidable additional direct costs resulting from that prevention or delay, subject to condition 13. Additional work and revised dates shall be agreed under condition 6. No indirect or consequential loss, lost profit, reputational loss or opportunity cost is recoverable under this condition, and there shall be no duplicate recovery of a cancellation charge or other payment for the same loss.

3.3  The Client shall not, without the prior written consent of Jayva, at any time from the date of the Contract to the expiry of six (6) months after the completion of the Services or any other services provided by Jayva under any other contract, solicit or entice away from Jayva, or employ or engage, or attempt to employ or engage, any person who is or has been engaged as an employee or subcontractor of Jayva and who has been involved in the provision of the Services.

3.4  Any consent given by Jayva under condition 3.3 shall be subject to the Client paying to Jayva on demand a sum equivalent to 20% of the then current annual remuneration of Jayva's employee or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Client to that person.

3.5  Subject to condition 13.3, Jayva shall not be liable to the extent a loss is caused by the Client's fault, including incomplete, inaccurate, illegible, out-of-sequence or incorrectly formatted documents, data or instructions, or their late or non-arrival. This shall not exclude liability to the extent Jayva's own breach or negligence contributed to the loss, including a failure to identify an issue that reasonable skill and care in performing the agreed Services required it to identify.

4.  JAYVA'S OBLIGATIONS

4.1  Jayva shall perform the Services with reasonable skill and care and in accordance in all material respects with the Services Confirmation, and shall use reasonable endeavours to manage and complete the Project.

4.2  Jayva shall use reasonable endeavours to meet the performance dates specified in the Services Confirmation, but any such dates shall be estimates only and time shall not be of the essence of the Contract. Jayva shall notify the Client of any changes to the estimated date for completion of the Services or Project Milestones.

4.3  Jayva shall appoint a Project Manager or delivery contact for operational matters. Such appointment does not itself authorise that person to change charges, scope, liability or other contractual terms. Those changes require approval under conditions 2.2 and 6 by the authorised commercial representatives identified in the Services Confirmation. Jayva shall use reasonable endeavours to maintain continuity but may replace its contact where reasonably necessary, notifying the Client.

5.  LEAP IMPLEMENTATION AND TRAINING

5.1  If the Services consist of implementation of the LEAP system and initial LEAP training (LEAP Implementation and Training), the provisions of this condition 5 shall apply to the Contract.

5.2  The dates for LEAP Implementation and Training are provisional until Jayva issues a Booking Confirmation. Any PC system audit, technical readiness checks, submission deadline and consequence of non-compliance shall be stated in the Services Confirmation. Jayva shall notify the Client before releasing provisional dates because an agreed readiness requirement has not been met.

5.3  Where data migration or transition involving LEAP is included in the Services Confirmation, that document shall identify the source and destination systems, Jayva's and any third party's responsibilities, dependencies and validation arrangements. Jayva shall use reasonable endeavours to coordinate preferred dates and minimise disruption. Dates dependent on LEAP or another third party are subject to that provider's availability and confirmation. Jayva does not guarantee third-party availability, but remains responsible for performing its own agreed Services with reasonable skill and care.

5.4  Once Jayva has confirmed a booking of the LEAP Implementation and Training (Booking Confirmation), any cancellation or postponement by the Client of a scheduled implementation or training day, whether scheduled to be delivered remotely or on site, shall be subject to the cancellation charges set out in condition 8.2 (calculated by reference to the notice given before the scheduled implementation or training day), and condition 8 shall apply accordingly. The Client's attention is also drawn to the fact that LEAP may separately charge the Client for the cancellation or postponement of a LEAP-hosted session, in addition to and independently of any charges payable to Jayva under this condition 5.

5.5  Travel and accommodation costs arising from cancellation or postponement shall be dealt with exclusively under condition 8.4 and shall not be recovered twice.

5.6  Any refund, credit or training reimbursement offered by LEAP is subject to the Client's separate agreement with LEAP, including its eligibility requirements and amount. Any such arrangement relevant to the engagement shall be identified in the Services Confirmation only after confirmation with LEAP. Jayva does not promise or guarantee a LEAP refund, and the Client remains responsible for paying Jayva's agreed charges irrespective of any third-party reimbursement.

5.7  LEAP is responsible for the supply, licensing, maintenance and performance of its software and platform under its separate agreement with the Client. Jayva is not the software provider and does not guarantee LEAP's performance. This does not exclude Jayva's responsibility for implementation, configuration, training or support Services expressly included in the Services Confirmation.

5.8  The standard cancellation schedule in condition 8.2 applies equally to LEAP Implementation and Training and Additional Services.

6.  CHANGE CONTROL

6.1  If either party wishes to change the scope of the Services, it shall submit details of the requested change to the other in writing.

6.2  If either party requests a change to the scope or execution of the Services, Jayva shall, within a reasonable time, provide a written estimate to the Client of: (a) the likely time required to implement the change; (b) any variations to Jayva's charges arising from the change; (c) the likely effect of the change on the Services Confirmation; and (d) any other impact of the change on the terms of the Contract.

6.3  If Jayva requests a change to the scope of the Services, the Client shall not unreasonably withhold or delay consent to it.

6.4  If the Client wishes Jayva to proceed with the change, Jayva has no obligation to do so unless and until the parties have agreed in writing the necessary variations to its charges, the Services Confirmation and any other relevant terms of the Contract to take account of the change.

7.  CHARGES AND PAYMENT

7.1  Where Additional Services are provided on a time-and-materials basis:

(a)   the charges payable shall be calculated using the hourly or daily rates and any agreed minimum booking specified in the Services Confirmation. Agreed rates shall not change during the engagement except by written agreement under condition 6;

(b)   the duration of a chargeable day, treatment of breaks, delivery hours and any agreed out-of-hours rate shall be specified in the Services Confirmation. Business Hours describe normal availability and do not themselves determine the number of chargeable hours;

(c)   Jayva shall ensure that all members of the project team complete time sheets recording time spent on the Project, and shall use such time sheets to calculate the charges covered by each monthly invoice; and

(d)   unless a different invoicing schedule is expressly agreed in the Services Confirmation, Jayva shall invoice monthly in arrears for time, expenses and materials for the month concerned, payable under condition 7.8. Advance expenses shall be dealt with under condition 7.5. Expenses, materials and agreed third-party services shall be invoiced at cost, with time records and a detailed breakdown accompanied by relevant receipts.

7.2  Where Additional Services are provided for a fixed price, the price and invoicing schedule shall be stated in the Services Confirmation. Where milestone instalments are agreed, Jayva shall invoice on achievement of the corresponding Project Milestone. Unless advance payment is expressly agreed in the Services Confirmation, invoices shall be payable under condition 7.8. Expenses shall be dealt with under conditions 7.4 and 7.5.

7.3  The LEAP Implementation and Training shall be provided for a fixed price in the amount set out in the Services Confirmation.

7.4  Any price contained in the Services Confirmation excludes the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the project team in connection with the Services. Such expenses shall be invoiced at cost.

7.5  Jayva shall provide an estimate of anticipated travel and related expenses for the Client's written approval before committing them. Any advance payment shall be invoiced and paid by the date expressly agreed in the Services Confirmation or expense approval, before the relevant costs are committed. Jayva shall reconcile the estimate against actual costs after completion, reimburse any excess advance and invoice any approved additional costs, payable under condition 7.8.

7.6  All payments made by the Client under the Contract are exclusive of VAT. Jayva shall provide the Client with a valid VAT invoice.

7.7  Without prejudice to any other right or remedy that Jayva may have, if the Client fails to pay Jayva on the due date Jayva may: (a) charge interest on such sum from the due date at the annual rate of 8% above the base lending rate from time to time of the Bank of Scotland, accruing daily and compounded quarterly until payment is made, whether before or after judgment; and (b) suspend all Services until payment has been made in full, without being in breach of its obligations under the Contract.

7.8  Invoices for Additional Services shall be paid by the Client in full, and in cleared funds, within 14 days of the date of the invoice.

7.9  Invoices for LEAP Implementation and Training shall be paid in advance in full at least five Business Days before the commencement date stated in the Booking Confirmation and no later than the invoice due date. Any booking made within that period shall require an expressly agreed payment deadline before commencement.

7.10  On termination or expiry, charges accrued for Services performed, approved expenses and applicable cancellation charges shall become payable. Uninvoiced accrued amounts shall be invoiced and paid within 14 days. Charges for Services not performed shall not be accelerated merely because the Contract ends. After deducting properly payable sums, Jayva shall refund any prepaid amount attributable to unperformed Services, without duplicate recovery. Where condition 8.5 applies, the refund shall be subject to that condition.

7.11  All amounts due under the Contract shall be paid by the Client to Jayva in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax required by law). Jayva may set off any liability of the Client to Jayva against any liability of Jayva to the Client.

8.  CANCELLATION OR POSTPONEMENT OF SERVICES

8.1  Where the Client cancels or postpones a confirmed booking for Services, including LEAP Implementation and Training, the standard cancellation charges in condition 8.2 apply. Notice must be in writing, including email to Jayva's booking contact identified in the Services Confirmation or Booking Confirmation. Notice is measured in elapsed hours before the scheduled start, including weekends and public holidays, from actual receipt at that contact. The Business Hours deeming rule in condition 23.2 does not apply to cancellation notices.

8.2  Cancellation charges shall be calculated as follows:

       (a) where cancellation or postponement is made with less than 24 hours’ prior written notice, a flat cancellation fee of £150 shall apply;

       (b) where cancellation or postponement is made with 24 hours’ or more, but less than 48 hours’ prior written notice, a flat cancellation fee of £75 shall apply; and

       (c) where cancellation or postponement is made with 48 hours’ or more prior written notice, no cancellation charge shall apply.

8.3  For the avoidance of doubt, where the Client cancels or postpones Services consisting of LEAP Implementation and Training, the cancellation charges are calculated in accordance with condition 8.2 above (see also condition 5.4).

8.4  In addition to the applicable flat cancellation charge, the Client shall reimburse approved travel and accommodation costs reasonably incurred for the cancelled or postponed Services only to the extent they cannot reasonably be refunded, credited or reused. Jayva shall take reasonable steps to mitigate those costs and provide evidence on request. No cost shall be recovered more than once.

8.5  If payment has already been received in full by Jayva prior to cancellation or postponement, a refund of any overpayment will be made to the Client within five working days of the cancellation or postponement request being received.

8.6  Jayva may waive a cancellation charge when a booking is rearranged by agreement. No separate administration fee shall apply to cancellation or postponement. No cancellation charge shall apply where Jayva cancels or postpones a booking; the parties shall agree an alternative date or Jayva shall refund the prepaid charges for the affected unperformed Services.

9.  INTELLECTUAL PROPERTY RIGHTS

9.1  Each party retains its existing Intellectual Property Rights, and Jayva Materials remain owned by Jayva or its licensors. Unless the Services Confirmation expressly provides otherwise, Intellectual Property Rights in reports, workflows, templates, configurations, scripts and other deliverables created by Jayva under the Contract, excluding Client Materials and third-party materials, shall belong to Jayva. Any agreed assignment of bespoke Intellectual Property Rights must be expressly stated in the Services Confirmation and shall exclude Jayva Materials unless expressly agreed otherwise. On full payment of the charges relating to the relevant deliverable, Jayva grants the Client a perpetual, non-exclusive, royalty-free licence to use, copy, store and adapt that deliverable and incorporated Jayva Materials for the Client's own business purposes. The Client may permit its personnel and service providers to exercise those rights solely on its behalf, subject to confidentiality obligations. The licence survives termination and may be transferred only with the relevant business in accordance with condition 20. Third-party materials remain subject to their applicable licence terms, which Jayva shall identify where relevant.

9.2  The Client retains all rights in Client Materials and grants Jayva, during the Contract and any agreed handover period, a non-exclusive, royalty-free licence to use, copy and modify them solely to perform the Services. Jayva may permit approved subcontractors to exercise that licence only for those purposes, subject to conditions 10, 11 and 20. Client Materials and Confidential Information shall not be incorporated into reusable materials or used to train a general-purpose AI model without the Client's express written agreement and compliance with Applicable Data Protection Laws.

9.3  Documentation and Training Materials may be copied and stored to the extent permitted by conditions 9.1 and 9.2. Neither party may otherwise publish, resell or distribute the other party's materials without written consent. Confidentiality obligations continue to apply. Condition 11.12 shall not require the Client to return or delete paid-for deliverables or Jayva Materials for which a continuing licence subsists under condition 9.1.

10.  DATA PROTECTION

10.1  For the purposes of this condition 10, the terms controller, processor, data subject, personal data, personal data breach and processing have the meanings given to them in the UK GDPR.

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

10.3  Jayva acts as processor for Client Personal Data processed on the Client's behalf to deliver the Services, and the Client acts as controller or, where itself a processor, warrants it has its controller's authority to appoint Jayva. Schedule 1 and any engagement-specific particulars incorporated into the Services Confirmation shall describe the actual processing. Each party acts as an independent controller for personal data it processes for its own business administration, billing and legal compliance, and shall meet its own applicable obligations. Contractual labels do not override the parties' actual roles under Applicable Data Protection Laws.

10.4  Should the particulars referred to in condition 10.3 change, the parties shall work together in good faith to make any changes necessary to this condition 10 and to Schedule 1.

10.5  The Client shall establish an appropriate lawful basis, provide required privacy information and obtain any necessary permissions for processing Client Personal Data under the Contract. Where special-category or criminal-offence data is involved, the Client shall identify the applicable additional condition and notify Jayva of the data categories and required safeguards before processing. This does not relieve Jayva of its own obligations under Applicable Data Protection Laws.

10.6  Jayva shall:

(a)   process Client Personal Data only for the performance of its obligations under the Contract and only on the documented instructions of the Client, unless required by Applicable Laws to do otherwise, in which case Jayva shall notify the Client before processing (unless prohibited from doing so on important grounds of public interest), and shall inform the Client if, in Jayva's opinion, an instruction infringes Applicable Data Protection Laws;

(b)   having regard to the nature and extent of the processing, implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss, destruction of, or damage to, Client Personal Data;

(c)   make any international transfer of Client Personal Data, including overseas remote access where it constitutes a restricted transfer, only on the Client's documented instructions or written authorisation and in compliance with Applicable Data Protection Laws. The parties shall identify the recipient, location and applicable lawful transfer mechanism, implement any required contractual safeguards and assessments, and apply necessary supplementary measures before the transfer. Client authorisation alone does not establish a lawful transfer mechanism;

(d)   ensure that personnel engaged to process Client Personal Data are subject to an appropriate obligation of confidentiality;

(e)   taking into account the nature of processing and information available to Jayva, assist the Client by appropriate technical and organisational measures, insofar as possible, with data subject requests and compliance with security, breach notification, impact assessment and regulatory consultation obligations. Any reasonable charges for additional assistance shall be agreed in advance and shall not prevent or delay legally required cooperation. Jayva shall bear the cost of assistance required because of its own breach;

(f)    notify the Client without undue delay on becoming aware of a personal data breach involving Client Personal Data;

(g)   at the Client's choice, return or delete Client Personal Data after the end of Services relating to processing and delete existing copies unless applicable law requires retention. Jayva shall confirm completion in writing on request and identify any legally required retention. Residual backup copies awaiting deletion shall be protected, put beyond ordinary use and deleted under a documented retention cycle; they shall not be restored for further use except where lawfully required or necessary for recovery, in which case the deletion instruction shall be reapplied; and

(h)   maintain records and make available all information necessary to demonstrate compliance with its processor obligations, and allow and contribute to audits and inspections by the Client or its mandated auditor. Reasonable notice, confidentiality and security arrangements may apply, but shall not obstruct statutory rights, regulatory access or urgent investigation of a suspected breach. Audits shall avoid unnecessary disruption and disclosure of other clients' information.

10.7  The Client gives general written authorisation for subprocessors identified to it before processing begins. Jayva shall maintain and supply a current list identifying their functions and processing locations, impose written obligations providing equivalent data protection, and remain fully responsible for their performance. No change may permit unlawful processing or transfer. For proposed additions or replacements, Jayva shall give advance written notice and a reasonable opportunity for the Client to object on data protection grounds before those subprocessors process Client Personal Data. If the Client objects, the parties shall seek a reasonable compliant alternative. If none can be agreed, either party may terminate the affected Services on written notice. On such termination, payment shall be due for Services properly performed and prepaid amounts for unperformed Services shall be refunded, without a subprocessor-objection indemnity or cancellation charge.

11.  CONFIDENTIALITY

This condition 11 sets out the parties' confidentiality obligations for the duration of the Contract and following its termination or expiry. It replaces and supersedes any separate non-disclosure or confidentiality agreement previously entered into between the parties in connection with the Services. However, any separate non-disclosure agreement entered into before the date of the Contract in connection with discussions preceding the Contract shall continue to apply to the period before the Contract took effect.

11.1  Confidential Information means all confidential information (however recorded or preserved) disclosed by a party (the Disclosing Party) or its Representatives to the other party (the Receiving Party) or its Representatives, whether before or after the date of the Contract, in connection with the Contract, including:

(a)   the existence and terms of the Contract or any agreement entered into in connection with it;

(b)   any information that would be regarded as confidential by a reasonable business person relating to the business, assets, affairs, customers, clients, suppliers, plans, intentions or market opportunities of the Disclosing Party (or any member of its Group), or to its operations, processes, product information, know-how, designs, trade secrets or software; and

(c)   any information, analysis, summary or specification developed by, or derived from, containing or reflecting the above, whether developed by the parties in the course of carrying out the Contract or otherwise.

11.2  Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

11.3  This condition 11 does not apply to Confidential Information that: (a) is or becomes generally available to the public other than as a result of its disclosure by the Receiving Party or its Representatives in breach of this condition; (b) was available to the Receiving Party on a non-confidential basis before disclosure by the Disclosing Party; (c) becomes available to the Receiving Party on a non-confidential basis from a person who, to the Receiving Party's knowledge, is not bound by a confidentiality obligation to the Disclosing Party in relation to the information; (d) the parties agree in writing is not confidential or may be disclosed; or (e) is developed by or for the Receiving Party independently of the information disclosed by the Disclosing Party.

11.4  Each party shall keep the other party's Confidential Information secret and confidential and shall not: (a) use it except for the purpose of exercising or performing its rights and obligations under or in connection with the Contract (the Permitted Purpose); or (b) disclose it, in whole or in part, to any third party, except as expressly permitted by this condition 11.

11.5  A party may disclose the other party's Confidential Information to those of its Representatives who need to know it for the Permitted Purpose, provided that it informs those Representatives of its confidential nature before disclosure and remains responsible at all times for their compliance with this condition 11.

11.6  A party may disclose Confidential Information to the extent required by law, by any governmental or regulatory authority, or by a court or other authority of competent jurisdiction, provided that, to the extent legally permitted, it gives the other party as much notice of the disclosure as possible and takes into account the other party's reasonable requests regarding the content of the disclosure.

11.7  A party may, provided it has reasonable grounds to believe the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of that disclosure.

11.8  Each party shall not, and shall procure that its Representatives do not, reverse engineer, decompile, disassemble or otherwise attempt to derive the underlying structure, ideas or algorithms of any software, systems, methodologies or other materials forming part of the other party's Confidential Information, save to the extent such restriction cannot be excluded by applicable law. Any analysis, report or summary prepared by or for the Receiving Party that is derived from, or reflects, the Disclosing Party's Confidential Information shall itself be treated as Confidential Information for the purposes of this condition 11.

11.9  Each party shall implement and maintain appropriate technical and organisational security measures to protect the other party's Confidential Information against unauthorised or unlawful processing and against accidental loss, destruction or damage, including, where applicable and proportionate to the nature of the Confidential Information concerned, access controls, encryption of Confidential Information in transit and at rest, and multi-factor authentication for systems used to store or access Confidential Information.

11.10  Each party shall notify the other without undue delay on becoming aware of any actual or suspected unauthorised access to, or loss, theft or disclosure of, the other party's Confidential Information, or any security incident that has or may have affected it, and shall cooperate with the other party's reasonable requests in investigating and mitigating the effects of that event. This condition 11.10 is in addition to, and does not replace, the personal data breach notification obligation at condition 10.6(f).

11.11  Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information, other than those expressly stated in the Contract, are granted to the other party or are to be implied from these Terms and Conditions.

11.12  Subject to condition 9.3, on termination or expiry of the Contract, or earlier on request, each party shall: (a) return to the other party, or (at the other party's election) destroy, all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information; (b) erase all the other party's Confidential Information from computer and communications systems and devices used by it, including systems and data storage services provided by third parties, to the extent technically and legally practicable; and (c) certify in writing to the other party that it has complied with this condition 11.12. A party may, however, retain documents and materials to the extent required by law or by a governmental or regulatory authority. This condition 11 shall continue to apply to the materials so retained.

11.13  Except as expressly stated in the Contract, no party makes any express or implied warranty or representation concerning its Confidential Information.

11.14  This condition 11 shall survive termination or expiry of the Contract for a period of five years, save that, in relation to any Confidential Information that constitutes a trade secret, the obligations in this condition 11 shall continue for as long as that information retains its confidential character.

11.15  Assignment of rights under this condition 11 is governed by condition 20. Assignment shall not release the assigning party from its confidentiality obligations or permit disclosure otherwise prohibited by conditions 10 and 11.

11.16  In performing its obligations under the Contract the Client shall comply with the Mandatory Policies.

11.17  Nothing in this Contract constitutes an offer or representation concerning any future contract between the parties. Except for fraud, express contractual obligations and duties that cannot lawfully be excluded, neither party warrants the accuracy, reliability or completeness of Confidential Information merely by disclosing it. This does not limit the Client's obligations under condition 3.1(e) or Jayva's reasonable-skill-and-care obligation under condition 4.1.

11.18  Without prejudice to any other rights or remedies of the Disclosing Party, the Receiving Party acknowledges that damages may not be an adequate remedy for any breach of this condition 11, and that the Disclosing Party shall be entitled to seek injunctive relief, specific performance and other equitable relief for any threatened or actual breach, without proof of special damages.

12.  INDEMNITY

12.1  Subject to condition 13, the Client shall indemnify Jayva against amounts finally awarded by a court or agreed in a settlement approved by the Client, together with reasonable external defence costs, arising from a third-party claim that Client Materials supplied for the agreed Services infringe that third party's Intellectual Property Rights. The indemnity shall not apply to the extent the claim results from Jayva's unauthorised use or modification, combination not required by the Contract, negligence or breach. Ordinary claims for breach of Contract shall be dealt with under the usual contractual remedies and condition 13, not a general indemnity.

12.2  Subject to condition 13, Jayva shall indemnify the Client against amounts finally awarded by a court or agreed in a settlement approved by Jayva, together with reasonable external defence costs, arising from a third-party claim that a deliverable created by Jayva infringes UK Intellectual Property Rights when used as permitted by the Contract. This excludes claims arising from Client Materials, unauthorised modifications or combinations, or use outside the agreed purpose. Jayva may procure continued use rights, modify or replace the affected deliverable without materially reducing its agreed function, or, if neither is reasonably practicable, terminate the affected Services and refund the charges attributable to the unusable deliverable, without limiting liabilities otherwise recoverable subject to condition 13.

12.3  A party seeking indemnification shall notify the other promptly of the claim, provide reasonable cooperation at the indemnifying party's cost, and allow that party to control the defence with competent advisers. Delay in notification shall reduce recovery only to the extent it materially prejudices the defence. No settlement may admit liability of, impose a non-monetary obligation on, or fail to release the indemnified party without its written consent, not unreasonably withheld. Both parties shall mitigate loss and neither may recover the same loss twice.

13.  LIMITATION OF LIABILITY

13.1  The following provisions set out the entire financial liability of Jayva (including for the acts or omissions of its employees, agents and subcontractors) to the Client in respect of: (a) any breach of the Contract, including any breach of condition 10 (Data Protection); (b) any use made by the Client of the Services, the Jayva Materials or any part of them; and (c) any representation, misrepresentation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

13.2  Nothing in the Contract excludes the obligation to perform the Services with reasonable skill and care under condition 4.1 or any term that cannot lawfully be excluded. Other implied warranties, conditions and terms are excluded only to the extent lawful and subject to any applicable requirement of reasonableness.

13.3  Nothing in the Contract excludes or limits either party's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited. The Contract does not restrict the rights of data subjects or the powers of regulators under Applicable Data Protection Laws.

13.4  Subject to condition 13.3, neither party shall be liable for indirect or consequential loss. Jayva shall not be liable for loss of profit, anticipated savings, business opportunity or goodwill, whether direct or indirect. These exclusions do not exclude reasonable direct costs of restoring or reconstructing data, correcting defective deliverables or obtaining substitute services to the extent caused by Jayva's breach; such costs remain subject to the applicable cap. Liability shall be reduced to the extent loss is caused by the claimant's own act or omission, and each party shall take reasonable steps to mitigate loss.

13.5  Subject to condition 13.3, Jayva's aggregate liability arising under or in connection with the Contract, whether in contract, tort (including negligence), misrepresentation, indemnity or otherwise, shall not exceed 100% of the charges paid or payable for the Services under the relevant Services Confirmation. For recurring Services, the reference amount shall be calculated as follows: (a) where the event giving rise to the first claim occurs within the first 12 months, the charges payable for the first 12 months; or (b) where that event occurs later, the charges paid or payable for the 12 months preceding that event. VAT, reimbursed expenses and pass-through third-party charges are excluded from the reference amount. A separate accepted quote constitutes a separate Contract unless expressly agreed otherwise.

13.6  Subject to condition 13.3, Jayva's aggregate liability for breaches of conditions 10 and 11 and claims under condition 12.2 shall be subject to a single combined cap of 200% of the reference charges calculated under condition 13.5, instead of the 100% cap. Claims outside those categories remain subject, in aggregate, to the 100% cap in condition 13.5. Where both categories of claim arise, amounts payable for claims subject to the 100% cap also count towards the 200% overall ceiling: the two caps are not cumulative, and Jayva's total aggregate liability for all capped claims under the Contract shall not exceed 200% of those reference charges. The exclusions in condition 13.4 shall not exclude amounts payable under the express indemnities in condition 12.

14.  TERMINATION

14.1  Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:

(a)   the other party fails to pay any amount due under the Contract on the due date and remains in default not less than three months after the due date;

(b)   the other party commits a material breach of any other term of the Contract and (if remediable) fails to remedy that breach within 30 days of being notified in writing to do so;

(c)   the other party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, 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;

(d)   the other party commences negotiations with all or any class 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 for the sole purpose of a solvent amalgamation or reconstruction;

(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, other than for the sole purpose of a solvent amalgamation or reconstruction;

(g)   an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given, or an administrator is appointed, over the other party;

(h)   the holder of a qualifying floating charge over the assets of the other party has become entitled to appoint, or has appointed, an administrative receiver;

(i)    a person becomes entitled to appoint a receiver over the assets of the other party, or a receiver is appointed over those assets;

(j)    a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other process is levied or enforced on, the whole or any part of its assets, and such process is not discharged within 14 days;

(k)   any event occurs, or proceeding is taken, in any jurisdiction to which the other party is subject that has an effect equivalent or similar to any event in conditions 14.1(c) to 14.1(j); or

(l)    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 the Contract is in jeopardy.

14.2  Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect.

14.3  Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach existing at or before that date.

15.  FORCE MAJEURE

Neither party shall be liable for any delay or failure in the performance of its obligations for so long as, and to the extent that, such delay or failure results from events, circumstances or causes beyond its reasonable control.

16.  WAIVER

16.1  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.

16.2  A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

17.  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.

18.  SEVERANCE

18.1  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.

18.2  If any provision or part-provision is deemed deleted under condition 18.1, the parties shall negotiate in good faith to amend such provision so that, to the greatest extent possible, it achieves the intended commercial result of the original provision.

19.  ENTIRE AGREEMENT

19.1  The Contract constitutes the entire agreement between the parties.

19.2  Each party acknowledges that, in entering into the Contract, it does not rely on, and has no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract, and that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

20.  ASSIGNMENT

20.1  Either party may assign its rights under the Contract to a member of its Group or a purchaser of the business to which the Contract relates on prior written notice, provided that the assignment does not materially prejudice the other party's rights or increase its obligations. Any other assignment of rights requires the other party's prior written consent, not unreasonably withheld or delayed. Assignment of rights does not transfer obligations or release the assigning party from liability.

20.2  Transfer of obligations or substitution of a contracting party requires a written novation agreed by the affected parties. Jayva may subcontract delivery of the Services but remains responsible for its subcontractors' performance and compliance with the Contract. Subcontracting that involves Client Personal Data is subject to condition 10, including authorisation and international transfer safeguards, and all subcontractors receiving Confidential Information shall be bound by appropriate confidentiality obligations.

21.  NO PARTNERSHIP OR AGENCY

Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name of, or on behalf of, or otherwise to bind, the other in any way.

22.  THIRD PARTY RIGHTS

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

23.  NOTICES

23.1  Any notice under or in connection with the Contract shall be in writing and delivered by hand or pre-paid first-class post or other next Business Day delivery service to the recipient's registered office or principal place of business, or by email to its notice address identified in the Services Confirmation or subsequently notified in writing. Cancellation and postponement notices shall follow condition 8.1.

23.2  A notice is deemed received: (a) if delivered by hand, when left at the proper address; (b) if posted by the specified service, at 9.00 am on the second Business Day after posting; or (c) if emailed, when delivered to the designated email system, provided no delivery failure notification is received. Except for cancellation notices under condition 8.1, a notice received outside Business Hours is deemed received when Business Hours next begin.

23.3  This condition 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.

24.  GOVERNING LAW

The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and interpreted in accordance with the law of England and Wales.

25.  JURISDICTION

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

SCHEDULE 1 — DATA PROCESSING PARTICULARS

This Schedule sets out the particulars of processing referred to at condition 10.3. Where the parties instead agree to record these particulars in the Services Confirmation for a specific engagement, the Services Confirmation shall prevail over this Schedule for that engagement.

Scope of Processing

Nature of Processing

Purpose of Processing

Duration of Processing

Types of Personal Data

Categories of Data Subject