Unless expressly otherwise agreed in writing and signed by a senior manager or director of IMSM, be, these Conditions apply to all services supplied by IMSM to the exclusion of all and any other terms, which any party may seek to promote or apply.

1. Definitions

1.1 In these Conditions and throughout all documents comprised in any Contract, unless otherwise requires, each of the following terms will have the meaning set opposite it:

Applicable Laws: means all applicable laws, statutes, regulations from time to time in force in the United Kingdom.
Business Days: means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: 9.00 am to 5.00 pm on any Business Day.
Certification/Audit Agreement: any Contract under which Services to be provided include or comprise certification or audit services.
Certification Date: means the date on which the Client’s first ISO certificate is issued under the Contract under which the same is to be issued.
Client: means all information, data, text, logos, images, audio, video, and content in any form provided by the Client to the Supplier in relation to or for use within IMSMLoop.
Commencement Date: means the date stated in the Contract Particulars.
Confidential Information: means all confidential information disclosed by a Discloser to a Recipient, whether orally or in writing, or any other form that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information of the Client will include Client Data; Confidential Information of the Supplier will include the IMSMLoop content, course material, templates, software, and the services provided by the Supplier. Confidential Information of each party will include (without limitation) any Contract and all quotations, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes belonging to and disclosed by a Discloser to a Recipient.
Conditions: means these terms and conditions.
Contract: means any Certification/Audit Agreement or Services Agreement between the Client and the Supplier and will unless otherwise specifically agreed in writing include these Conditions.
Contract Particulars: the document or section forming party of an IMSM Services Agreement which sets out details of the Services and other commercial terms, details and arrangements agreed between the parties.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expressions “change of Control” and “under the Control of” will be construed accordingly.
Data Protection Laws: means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant data protection or supervisory authority and applicable to a party.
Discloser: a party to a Contract when disclosing Confidential Information to a party who is a Recipient.
Expenses: has the meaning given to it by clause 3.2.
Fees: means any sum payable by the Client to IMSM pursuant to any Contract in consideration of any Services.
IMSM: means International Management Systems Marketing Ltd a company registered in England and Wales with company number 03067339 and whose registered office is at 20 Grosvenor Place, London, England, SW1X 7HN.
Initial Term: has the meaning given to it in the Contract Particulars.
Intellectual Property Rights: means including patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Including, without limiting the foregoing, all rights held by the Supplier in relation to its Services.
IMSMLoop: means the IMSMLoop software and the templates, content and training material hosted in the platform which are to be provided by the Supplier for the Client to use, including any additional content, access rights or modules purchased by the Client from time to time.
Member: means a Client that is entitled to participate in the QAS membership service and unless otherwise states in the Contract Particulars a Client’s right to be a Member will cease automatically on such Client ceasing its purchase of certification and audit services.
Membership Fees: means the sum payable for annual QAS Membership.
Membership Level: means the membership tier purchased by or to which a Member is entitled pursuant to the relevant Contract as amended from time to time.
Membership Start Date: a 12-month period commencing on a Membership Start Date or any anniversary of that date.
Personal Data: means as defined in the Data Protection Laws.
QAS: means QAS International Limited a company registered in England and Wales registered in England and Wales with company number 03461157 and whose registered office is at 20 Grosvenor Place, London, England, SW1X 7HN.
QAS Membership: means an entitlement for the Client to benefit from certain services as specified in the relevant Contract Particulars.
Recipient: a party to a Contract when receiving Confidential Information from a party who is a Discloser.
RPI: means the Retail Prices Index published by the UK Office for National Statistics or any index replacing the same with such reasonable adjustments as the parties acting reasonably shall agree.
Services: means the services to be provided by the Supplier to the Client as set out in the Contract Particulars including services which are incidental or ancillary to such services.
Services Agreement: means any agreement for services concluded between the Client and the Supplier including (but without limitation) any such agreement concluded using the Supplier Services Agreement form in use from time to time by the Supplier, in which the Supplier sets out details of the services it will provide to the Client.
Supplier: means IMSM.
User: means any employee or professional adviser of the Client whom the Client grants access to the IMSMLoop platform.

1.2 Clause headings will not affect the interpretation of these Conditions.
1.3 References to clauses are to the clauses of these Conditions.
1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.5 A reference to a company will include any company, corporation or other body corporate, wherever and however incorporated or established.
1.6 The terms “subsidiary” and “holding company” will have the meanings given to them by section 1159 of the Companies Act 2006 and “group company” in relation to a company means any and all subsidiaries and holding companies of that company.
1.7 Unless the context otherwise requires, words in the singular will include the plural and in the plural will include the singular.
1.8 Unless expressly provided otherwise in these Conditions, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
1.9 A reference to writing or written includes email.
1.10 Any words following the terms including, include, in particular, for example or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.11 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2. Basis of contract

2.1 The signing and returning of a Contract by the Client will constitute an offer by the Client to purchase Services pursuant to that Contract and on the basis of these Conditions.
2.2 Such offer will only become binding on the Supplier and the related Contract become effective on the first to occur of the Supplier: (i) issuing its written acceptance of the same, (ii) executing such Contract; or (iii) commencing the supply of Services, pursuant to such Contract.
2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They will not form part of any Contract or have any contractual force.
2.4 Any quotation given by the Supplier will not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3. Fees and Payment

3.1 In consideration of the provision of the Services, the Client will promptly pay when due all Fees in the currency stated on the invoice.
3.2 In addition to all Fees, the Client will be responsible for and will promptly reimburse to the Supplier the cost of all hotel, subsistence, travelling and any other ancillary expenses (“Expenses”) reasonably incurred by the Supplier or anyone acting on its behalf in relation to or in course of provision of the Services.
3.3 This clause 3.3 applies if, having given less than 3 Business Days warning, the Client cancels or fails properly to attend or take part in a meeting with the Supplier that was previously arranged. Where this clause 3.3 applies, the Client will be liable for the Fees and Expenses related to such meeting as if the same had occurred as planned and will be additionally liable for Fees and Expenses in respect of any replacement meeting.
3.4 Unless otherwise stated, Fees are exclusive of all applicable taxes, levies or duties imposed by tax authorities, including without limitation value-added and withholding taxes.
3.5 The Supplier may increase the Fees:

3.5.1 From time to time as it decides. The Client may terminate any Contract on 30 days’ notice within 30 days of an increase pursuant to this clause 3.5.1 as a result of which the cost to the Client of the Services will increase by more than 20%; and
3.5.2 Increasing the Fees by such amount as it decides to reflect any change by the Client or any change in the Client’s structure, organisation, control or ownership as a result of which the Supplier considers that the scope of the Services has changed to increase the Client’s requirements for the Services or the cost to the Supplier of providing the same.

3.6 The Supplier may charge interest at 6% above the Bank of England Base Rate in force from time to time on all overdue amounts from the date when the same became due until the date of actual payment (whether before or after judgment).
3.7 Time for payment by the Client is of the essence.

4. QAS Membership & Membership Upgrades

4.1 QAS Membership may be provided for a period (usually of 12 months) following completion of QAS certification without additional Fees being payable. Details of any such QAS Membership provision will be set out in the Contract Particulars.
4.2 Membership will commence on the Commencement Date for Clients that have been certified during the 12 month period, preceding the Commencement Date or on the Certification Date for new Clients (“Membership Start Date”).
4.3 In relation to changes in Membership Level:

4.3.1 Members may request an alteration in their Membership Level at any time by informing the Supplier of the Membership Level for which they wish to subscribe in future.
4.3.2 The Fees payable for the Membership Level selected by the Client pursuant to clause 4.3.1 will be per the Supplier’s prices for Membership published from time to time.
4.3.3 Where the Member is requesting additional Services as part of its Membership and additional Fees are payable, such additional Services will be made available to the Member for the period of the then current Membership Year remaining following receipt of the additional Fees due in respect of such additional Services in relation to that remaining period.
4.3.4 Where a requested change in Membership Level involves a reduction in the Services required by the Member, the Member may require, the reduction to take effect immediately or at any time following such request but the Member will not be entitled to any refund of Fees paid by it in relation to Membership in respect of the then current Membership Year.
4.3.5 A Member may request a reduction in its Membership Level with effect from the commencement of a Membership Year and the fees payable by it in respect of such Membership will be reduced accordingly provided the Member has made such request to the Supplier at least 90 days before the Membership Year to which the request relates.

4.4 A Member will be automatically upgraded to the appropriate Membership Level if the number of Users authorised by it on IMSMLoop exceeds that allowed by its then current Membership Level. The Upgrade will commence on the date on which the excess Users are added.
4.5 Subject to clause 4.3.5, unless the Client has ceased to be entitled to Membership for example (but without limitation) because the Client no longer requires certification and audit services , the Client’s Membership will be automatically renewed at the then current Membership Level, for each successive Membership Year and Fees invoiced to the Member accordingly.

5. Availability of IMSMLoop

5.1 The Supplier will make IMSMLoop available to the Client and its Users whilst the related Contract continues.
5.2 The Supplier may alter IMSMLoop, as it considers appropriate provided that any changes do not materially negatively impact its functionality and performance.
5.3 The Client is responsible for ensuring that it has all and sufficient hardware and software as well as the ability to access the internet with sufficient bandwidth to enable it to access the Services.
5.4 The Client will not obtain any right title or interest in IMSMLoop by virtue of any Contract save only for the limited non-exclusive, non transferrable licence to access IMSMLoop granted by this clause 5 such right not being capable of being sublicensed.

6. Extent of Rights to Use of IMSMLoop

6.1 The Client may permit access to IMSMLoop by its partners, employees, and certification auditors of the Client and its group companies provided that:

6.1.1 It ensures that all those to whom it permits access do not do or omit to do anything which if done by the Client would be in breach of or contrary to any terms of the Contract;
6.1.2 The Client ensures that the access referred to in clause 6.1.1 is terminated immediately upon a person ceasing to be the partner, employee, or certification auditor of the Client or of any of its group companies’ employee, (as the case may be); and
6.1.3 The Client will indemnify and keep indemnified the Supplier in respect of all losses, liabilities, claims and proceedings of whatever nature resulting from (i) any breach by the Client of this clause 6.1; and (ii) failure to ensure that no acts or omission are committed by any person contrary to clause 6.1.2

6.2 The Client will not permit access to IMSMLoop by more than the maximum number of Users permitted by its Membership Level or as shown in the Contract Particulars. If such maximum number is exceeded the Client will be liable for the additional User licences at the Supplier’s then current list price. Such additional User licences and the Client’s liability to pay for them will commence automatically on the date the User first accesses the IMSMLoop.
6.3 The Client will not attempt to access or use the Supplier’s, networks, or data without consent.
6.4 The Client will keep secure and ensure that Users keep secure and do not share any identification, password or other Confidential Information relating to User accounts.
6.5 The Client will immediately suspend the access of any User to IMSMLoop if it becomes aware of or has reason to believe that such User is doing anything which if done by the Client would be a breach of a Contract or is in any other way compromising or risking to compromise the security or safety of IMSMLoop or any other system or data belonging to or controlled by the Supplier. The access of any User or that of the Client generally may be suspended at any time if the Supplier or QAS suspects that the Client or any User is doing anything that would be contrary to this clause 6.5 and such access may also be suspended without prior warning if it is considered reasonable to do so in the interests of protecting IMSMLoop or any other data or systems.

7. Ownership Rights

7.1 Save as expressly provided in this in any Contract, no rights of ownership including (but without limitation) Intellectual Property Rights in IMSMLoop, in the Supplier’s Confidential Information and all related Intellectual Property Rights and no rights in any of the same are granted or will pass to the Client. Any and all suggestions, enhancement requests or other feedback provided by the Client and/or its Users, relating to the operation of IMSMLoop will be passed to and all rights therein will transfer to and belong to the Supplier.
7.2 The Client retains ownership of any Intellectual Property Rights in its Confidential Information and in the Client Data. The Client grants the Supplier permission to use and reproduce all Client Data in order to fulfil its obligations under this Contract.
7.3 Save to the extent expressly permitted by applicable law, the Client will not, and will not allow any third-party, to reverse engineer, decompile, copy, or attempt to discover any source code or underlying ideas or algorithms of IMSMLoop, or remove or modify any copyright, trademark, or other proprietary notices of. The Client will not access IMSMLoop to copy its features, functions, or graphics.
7.4 The Client will indemnify and keep indemnified the Supplier in respect of all losses, liabilities, costs, claims, judgments findings and awards of whatsoever nature resulting from any breach by the Client of this clause 7.

8. Suspension of Access to IMSMLoop

8.1 The Supplier may, in its absolute discretion, wholly or partially suspend access to IMSMLoop:

8.1.1 By reason of any technical failure;
8.1.2 To make any modification or carry out maintenance to IMSMLoop;
8.1.3 If the Client fails to comply with any provision in this Contract, including failure to pay Fees due, or does anything which in Supplier’s opinion may have the effect of jeopardising the operation of IMSMLoop, until remedied to the Supplier’s satisfaction;
8.1.4 Where the Supplier considers that any Client Data is illegal, offensive, objectionable or in breach of a third-party’s rights; or
8.1.5 To protect the personal safety of Users of IMSMLoop, Supplier’s websites, the Supplier’s staff, or the public.

8.2 Where the Supplier suspends IMSMLoop in circumstances to which clauses 8.1.1 or 8.1.2 apply, it will use its reasonable endeavours to provide the Client with advanced warning of the suspension and to keep the duration of the suspension as brief as reasonably practicable.
8.3 If a suspension of IMSMLoop is carried out under clause 8.1, the Client will remain liable for all Fees throughout the period. If the Client’s account is suspended or terminated due to the Client’s breach, reactivation will be completely at the Supplier’s discretion.

9. Supplier Obligations

9.1 The Supplier warrants that:
9.2 It is validly existing and has all rights, powers, and authorities required to enter into a Contract; and
9.3 The Supplier does not warrant that:

9.3.1 IMSMLoop will be uninterrupted or error free;
9.3.2 IMSMLoop will meet any particular requirements of the Client; or
9.3.3 IMSMLoop will be free from external intruders (hackers), virus or worm attack, denial of service attack, or other persons having unauthorised access to IMSMLoop.

9.4 The Supplier will use its reasonable endeavours to:
9.5 Provide the Services with care, skill, and diligence consistently with common practice in the relevant industry;
9.6 To ensure that IMSMLoop operates substantially in accordance with its specification as that specification is amended by the Supplier from time to time;
9.7 Provide support to the Client as it considers reasonably necessary to allow the Client and Users to use IMSMLoop; and
9.8 Meet any dates for performance of its obligations specified in any Contract but all such dates are estimates only and time for performance by the Supplier will not be of the essence in relation to the Supplier’s performance of its obligations under any Contract.
9.9 Where the Services involve holding a meeting with the Client, whether by way of a visit to the Client’s premises or a virtual meeting, if the Supplier is unable to arrange a meeting after three attempts, it will be the Client’s responsibility to contact the Supplier to arrange the meeting, and in the absence of which, the Supplier’s obligation in respect of the meeting will be discharged.
9.10 If the Supplier fails to meet its obligations in that it fails to attend a meeting, the Client’s sole remedy will be for the Supplier to attempt to rearrange such meeting as soon as reasonably practicable after the Client informs the Supplier of such failure.
9.11 The Supplier reserves the right to amend the Services if necessary to comply with any Applicable Laws, or if the amendment will not materially affect the nature or quality of the Services.
9.12 The Supplier cannot and does not assume any responsibility for the privacy or security practices of any third-party websites which the Client or Users may be able to access through IMSMLoop.

10. Client Obligations

10.1 The Client warrants that:
10.2 It is validly existing and has all rights, powers, and authorities to enter into a Contract;
10.3 It is not relying on any representation made by the Supplier, which has not been expressly stated in the relevant Contract; and
10.4 It will comply with all Applicable Laws in collecting, compiling, storing, accessing, and using Client Data in connection with IMSMLoop.
10.5 The Client will:
10.6 Allow the appointed consultant to carry out an assessment of the Client’s documented systems to the ISO standard, including taking samples of all documents forming part of the Client’s systems so that the Consultant may carry out such review and analysis as the Supplier considers appropriate to enable the Supplier to decide whether it has all and the correct information to make its assessments. The Client acknowledges that the Supplier will only award certification when it decides that the samples and other information it has uploaded make that certification justifiable and correct;
10.7 Be solely responsible for the accuracy, quality, and integrity of all Client Data;
10.8 Cooperate with the Supplier in relation to all matters relating to the Services including (but without limitation) providing Supplier with all information, facilities, materials and assistance reasonably required to supply it with the Services;
10.9 Comply with all Applicable Laws and regulations including those relating to anti-bribery, anti-corruption, anti-money laundering and modern slavery.
10.10 The Client will not store, reproduce, distribute, or publish IMSMLoop content whether in whole or in part, and in any form or media, the Supplier’s prior written consent.
10.11 The Client will allow the Supplier to access and be present at any premises of the Client as the Supplier requires in order to provide the Services. However, the Client acknowledges that the Supplier may provide the Services either by being present at premises of the Client or remotely or via a combination of both.

11. Data Protection

11.1 In this clause 11, terms defined by the Data Protection Laws will have the meanings given to them by the Data Protection Laws.
11.2 Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Laws.
11.3 Both parties acknowledge that for the purposes of the Data Protection Laws:

11.3.1 In relation to all Client Data, the Client is the data controller and Supplier is the data processor; and
11.3.2 In relation to data obtained by the Supplier in fulfilling its obligations under this Agreement, the Supplier will be the data controller and the Client will be the data processor.

11.4 The categories of Personal Data in respect of the data subjects and the scope and purposes, are set out in the schedule to these Conditions. The obligations in this clause 11 will apply to such Personal Data as set out in the schedule in respect of each service-line.
11.5 The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of this Contract.
11.6 The Client provides its prior, general authorisation for the Supplier to transfer personal data outside the UK as required for the Purpose, provided that the Supplier will ensure that all such transfers are effected in accordance with Data Protection Laws. For these purposes, the Client will promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the Commissioner from time to time.
11.7 The Supplier will not transfer any Personal Data outside of the United Kingdom or European Economic Area unless to a country approved either by the European Commission or by an appropriate Regulatory Authority within the United Kingdom as providing an adequate level of protection for Personal Data. Any other transfer will require prior written consent of the Client. The Supplier will have no responsibility if the Client or its employees, agents, consultants, or subcontractors access Personal Data from outside of the United Kingdom or European Economic Area resulting in the transfer of the Personal Data outside of this territory.
11.8 The Supplier will ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data. This includes measures against accidental loss, destruction, or damage to, Personal Data.
11.9 The Client and the Supplier will notify each other as soon as reasonably practicable after becoming aware of any actual or suspected personal data breach (as defined in the Data Protection Laws).
11.10 If the Supplier receives a subject access request, request for erasure of Personal Data, notification, complaint or other communication from an individual to whom the Personal Data relates, or a request from a regulatory authority which is addressed to, or intended for the Client, it will promptly pass on such communication and provide the Client with reasonable assistance where required, unless prevented from doing so by law or regulation. The Supplier will assist the Client, as reasonably necessary to carry out a privacy impact assessment and audits, including inspections, conducted by the Client or other auditor authorised by the Client.
11.11 The Supplier will ensure that all employees, agents, consultants, and subcontractors who have access to and/or process Personal Data are obliged to keep the Personal Data confidential.
11.12 The Supplier will be responsible for its actions and the action of its employees, agents, consultants, and subcontractors that result in the Supplier being in breach of this clause 11.
11.13 The Client acknowledges and agrees that Supplier may engage sub-processors to process the Personal Data. A list of sub-processors is available on request. The Supplier may appoint a new sub-processor provided that the Client is given 30 days’ prior notice and the Client does not legitimately object to such changes within that timeframe. The Supplier will ensure that any sub-processors to whom it transfers the Personal Data enter into written agreements with it requiring that the sub processor comply with Data Protection Laws, and contains obligations upon the sub processor, which are consistent with the obligations imposed on the Supplier in this clause 11.
11.14 Either party may, at any time on not less than 30 days’ notice, revise this clause 11. by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which will apply when replaced by attachment to the Contract).

12. Confidentiality

12.1 Each Recipient will treat the Discloser’s Confidential Information as confidential and will not use, divulge, communicate, or disclose the Discloser’s Confidential Information to any other person without Discloser’s prior written consent. This obligation will not apply if and to the extent that:

12.1.1 The Confidential Information was in possession of the Recipient, without the obligation of confidentiality, prior to its disclosure by the Discloser;
12.1.2 The Confidential Information was obtained by the Recipient from a third party which was not subject to any confidentiality obligation;
12.1.3 The Confidential Information was already in the public domain at the time of disclosure, otherwise than by reason of a breach by the Recipient of its obligations;
12.1.4 The Recipient makes disclosure to its employees or officers, who need to know such information so that the Recipient may properly exercise its rights or fulfil its obligations under or in connection with any Contract. The Recipient will ensure that its employees and officers, to whom it discloses the Discloser’s Confidential Information comply with this clause 12;
12.1.5 In the case of the Supplier, the Supplier discloses Confidential Information to QAS or the employees or officers of QAS, who need to know such information so that the Recipient may properly exercise its rights or fulfil its obligations under or in connection with any Contract. The Supplier will require that QAS ensure that its employees and officers, to whom it discloses the Discloser’s Confidential Information comply with this clause 12
12.1.6 Disclosure is required by law, by any governmental or other regulatory authority, or by a court, or other authority of competent jurisdiction. Where it is legally permissible to do so, the Recipient will notify the Disclosure of such disclosure as soon as reasonably practicable.

12.2 Neither party will use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

13. Term and Termination

13.1 Each Contract will commence on its Commencement Date and will continue for the Initial Term.
13.2 Following the Initial Term, this Contract will be automatically renewed for successive periods of 12 months (each a “Renewal Period”) unless either party serves notifice of termination upon the other at least 90 days before the end of the Initial Term or any Renewal Period, in which case, the Contract will terminate upon the expiry of the Initial Term or relevant Renewal Period.
13.3 Without affecting other rights available to the Supplier or the Client, either party may terminate the Contract with immediate effect by giving written notice to the other if:

13.4 That other fails to pay an amount due according to this Contract on the payment due date, and remains in default for not less than 15 Business Days after being notified in writing to make such a payment;
13.5 The other party commits a material breach of any term in the Contract which is irremediable or where such a breach is remediable, the party in breach fails to remedy the same within 15 Business Days after being notified to do so;
13.6 The other party is subject to suspension of business, insolvency, institution of bankruptcy, liquidation proceedings, appointment of a trustee or receiver for its property or business, or any assignment, reorganisation, or arrangement for the benefit of its creditors or any analogous proceedings in any other jurisdiction.
13.7 There is a change of Control of the Client.
13.8 On termination or expiry of the Contract:
13.9 The Client will immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of the services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which will be payable immediately on receipt;
13.10 Any licences granted by the Supplier to the Client in respect of any of the Supplier’s materials, information, systems, documentation or other property, will immediately terminate;
13.11 Upon request by the Client made within 30 days of the date of termination, the Supplier will provide the Client with the facility to download the Client Data. In line with Supplier’s data management processes, the Supplier may delete all Client Data following this 30-day period, and will, unless otherwise required by law, have no obligation to maintain or provide any Client Data thereafter.
13.12 Any provision of these Conditions that expressly or by implication is intended to come into or continue in force, will remain in full force and effect.
13.13 Termination or expiry of the Contract will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

14. Liability

14.1 References to liability in this clause 14 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
14.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
14.3 Nothing in the Contract will limit or exclude the Supplier’s liability for:

14.3.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;
14.3.2 Fraud or fraudulent misrepresentation;
14.3.3 Any other loss that cannot be excluded pursuant to Applicable Laws.

14.4 Subject only to clauses 14.2 and 14.3, the Supplier will not be liable to the Client or any third party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising in connection with the Contract for loss of profits, loss of sales or business, loss of use or corruption of software, data or information, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill, and any indirect or consequential loss.
14.5 Nothing in this clause 14 will limit the Client’s payment obligations under these Conditions.
14.6 Nothing in these Conditions will limit the Client’s liability under clause 7.4
14.7 Subject only to clauses 14.2 and 14.3 and without prejudice to clause 14.4, the Supplier’s total liability to the Client for all other loss or damage will not exceed the total fees received by the Supplier in the 12 months preceding the occurrence of any circumstance giving rise to a claim or in the case of claims arising in the first 12 months the amount of the agreed fixed annual charge set out in the relevant Contract.
14.8 Unless the Client notifies the Supplier that it intends to make a claim in respect of any matter, fact or circumstance within 6 months of the Relevant Date, the Supplier will have no liability therefor. For the purposes of this clause 14.8, the Relevant Date is the date upon which the matter fact or circumstance giving rise to a claim occurred or if later the date on which the Client became, or ought reasonably to have become, aware of the event having occurred.
14.9 The Client will indemnify the Supplier against all liabilities, costs, claims, damages, losses and expenses arising out of or connected with:

14.9.1 The Client’s use of IMSMLoop not in accordance with the terms of this Agreement; or
14.9.2 The Client’s failure to comply with any Applicable Laws.

14.10 Except as expressly set out in any relevant Contract all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

15. Force Majeure

Neither party (in this clause 15 the “Affected Party”) will be in breach of this agreement or otherwise liable to the other party (in this clause 15 the “Other Party”) for any failure or delay in the performance of its obligations to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations will be extended accordingly. If the period of delay or non-performance continues for 3 months, the Other Party may terminate this agreement by giving 20 Business Days’ written notice to the Affected Party.

16. General Terms

16.1 Variation – The Supplier may vary or replace these Conditions only with the written agreement of the Client.
16.2 Parties’ Relationship – Nothing in these Conditions is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
16.3 Entire Contract

16.3.1 Each Contract constitutes the entire agreement of the parties in relation to such Contract, and supersedes and extinguishes all prior representations, proposals, discussions, and communications, whether oral or in writing relating to its subject matter.
16.3.2 The Client acknowledges that in entering into any Contract it does not rely on, and will have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in such Contract.

16.4 Assignment

16.4.1 The Supplier may at any time assign, mortgage, charge, sub contract, declare a trust over or deal in any other manner with any or all of its rights under these Conditions. Without limiting the generality of this clause 16.4.1 the Supplier confirms that until it informs the Client otherwise, it will subcontract its obligations to provide parts of the Services including all services relating to certification, access to IMSMLoop and QAS Membership to QAS from which company it will procure such services.
16.4.2 The Contract is personal to the Client and the Client will not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without written consent of the Supplier including by reason of merger, consolidation, reorganisation, or the like. Where there is a purported assignment by Client in breach of this clause the Supplier may terminate this Contract upon written notice to Client without refund of any amounts paid prior to such termination.

16.5 Third party rights – These Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
16.6 Waiver – A waiver of any right or remedy under these Conditions or by law is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under these Conditions or by law will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Conditions or by law will prevent or restrict the further exercise of that or any other right or remedy.
16.7 Severance – If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of these Conditions.
16.8 Non-solicitation – The Client will not, without the prior written consent of the Supplier at any time from the date of the Contract to the expiry of 6 months after the termination of this Contract, solicit or entice away from the Supplier or employ or attempt to employ or engage any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services and with whom the Client has had significant direct dealings.
16.9 Rights and remedies – The rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
16.10 Conflict – If there is an inconsistency between any of the provisions of these Conditions and the provisions a Contract falling outside these Conditions, the provisions contained elsewhere in the Contract will prevail.

17. Notices

17.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email to address provided in the Contract Particulars by the party to be served.
17.2 Any notice shall be deemed to have been received:

17.2.1 If delivered by hand, at the time the notice is left at the proper address;
17.2.2 If sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
17.2.3 If sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

18. Counterparts

The Contract may be executed in any number of counterparts, each of which will constitute a duplicate original, but all the counterparts will together constitute the one agreement.

19. Governing Law and Jurisdiction

19.1 This Contract and any dispute or claim rising in connection with it, or its subject matter or formation (including non-contractual disputes or claims) will be governed and construed according to the law of England and Wales.
19.2 Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

IMSM UK Standard Terms