Terms & Conditions

1. Interpretation
1.1 The following definitions apply in this Agreement:
Authorised Users an employee or contractor employed or engaged by the Client and any Third Party who the Client provides with use of the Platform for the Purpose and subject to a EULA;
BundleCorp Material all Documentation and any other information and materials provided by BundleCorp to the Client relating to the Platform and Services including computer programs, data, reports and specifications (and any data generated from the Platform pursuant to clause 12.5(b));

Business Days any day excluding Saturdays, Sundays and public holidays in England and Wales;
Change Control Procedure the change control procedure set out in clause 16;

Charges any charges or fees payable by the Client under this Agreement, including as set out the Order Form or pursuant to the Change Control Procedure;
Confidential Information technical or commercial know-how, specifications, inventions, information, documentation, processes or initiatives which are of a confidential nature and have been disclosed by the disclosing party to the receiving party (or, its employees, agents, consultants or subcontractors or of any member of the group of companies to which the disclosing party belongs and any other confidential information concerning the disclosing party's business or its products which the receiving party may obtain), excluding information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence;
Contract Year in respect of the first Contract Year, a period of 12 months commencing on the Commencement Date and each anniversary of the Commencement Date thereafter;
Data Protection Law shall mean the EU General Data Protection Regulation (Regulation 2016/679) and Data Protection Act 2018;
Documentation any document in writing (including manuals, instructions, user guides), any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form (including electronic) concerning the Services which is provided or made available by BundleCorp;
EULA end user licence agreement which each Authorised User must enter into for access and use of the Platform, in the format set out in Schedule 1, or as otherwise agreed in writing from time to time;
Initial Period the period of time from the Commencement Date as specified in the Order Form;
In-put Material any information and materials provided by the Client relating to the Services including any data which is required by BundleCorp from the Client to provide the Services;
Intellectual Property Rights or IPR patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Losses actions, claims, costs, damages, demands, expenses, fines, liabilities, losses, penalties and sanctions (including amounts paid in settlement, out-of-pocket expenses and interest);
Platform the web-based application for the creation, distribution management of and collaboration on electronic hearing document bundles which is hosted by or on behalf of BundleCorp, and which the Client shall have a right to use in accordance with this Agreement
Purpose uploading, hosting and managing trial documents, and preparing and distributing trial bundles and other trial documents to third parties and courts and tribunals for use in legal proceedings;
Renewal Period(s) consecutive periods of 12 months commencing on the expiry of the Initial Period and each anniversary of the expiry of the Initial Period thereafter;
Service Level Guideline BundleCorp's "Service Level Guidelines" which are made available by BundleCorp from time to time;
Services the Platform, basic support in accordance with the Service Level Guidelines and any other services to be provided by BundleCorp under this Agreement as set out in Schedules 1 and 2, together with any other services which BundleCorp provides or agrees in writing to provide to the Client from time to time pursuant to the Change Control Procedure;
Systems any hardware, software or infrastructure, including personal computers, servers, operating systems, environments, networks, services, domain names and communications services which are required to use the Platform, and the Client's other technology systems;
Third Party an employee or contractor employed or engaged by a third party, or an individual involved in legal proceedings; and VAT value added tax chargeable under English law for the time being and any similar additional tax.
1.2 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules. References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
1.3 In this Agreement:
(a) clause, Schedule and paragraph headings shall not affect its interpretation;
(b) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
(c) unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;
(d) a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(e) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision;
(f) a reference to "writing" or "written" does not include email;
(g) any of the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
(h) a reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006;
(i) a reference to a 'group' shall mean in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company; and
(j) any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.4 This Agreement shall be binding on, and endure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

2. Commencement and Duration
2.1 This Agreement shall commence on the Commencement Date and shall, subject to earlier termination in accordance with this Agreement, continue for the Initial Period, following which this Agreement shall automatically extend for consecutive Renewal Period(s).
2.2 Either party shall be entitled to terminate this Agreement on not less than 30 days' notice in writing.

3. Right to Use
3.1 In consideration of payment of the Charges, BundleCorp grants the Client a right to access and use the Platform in accordance with this Agreement for the term of this Agreement.
3.2 The Client’s right to use the Platform under clause 3.1 is subject to the following restrictions and obligations:
(a) the Client shall not use the Platform for any purpose other than the Purpose;
(b) the Client shall not use the Platform for any activity which breaches applicable laws or regulations and/or any third party rights or which would place BundleCorp in breach of applicable laws or regulations and/or third party rights;
(c) the Client shall not upload, post, otherwise transmit or provide access to content through the Platform which is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another’s privacy, infringes any third party's intellectual property rights, breaches any obligations of confidence, which is hateful, or racially, ethnically or otherwise objectionable. The Parties acknowledge that the foregoing sentence does not apply where content of such nature forms an integral part of any In-put Material which is uploaded, posted, otherwise transmitted or access is provided to such content through the Platform for the Purpose; and
(d) the Client shall comply with the Documentation and any additional requirements, including acceptable use policies, and instructions, of BundleCorp regarding the Client’s use of the Platform which are notified to the Client from time to time.
3.3 The Client shall not:
(a) lease, rent or resell the rights to use the Platform or allow anyone other than Authorised Users to use or benefit from the Platform; or
(b) reproduce, copy, disassemble, decompile, reverse translate or in any other manner decode the Platform, except as permitted by law.
3.4 The Client shall:
(a) ensure that each Authorised User enters into an EULA for access and use of the Platform;
(b) keep a complete and accurate record of all Authorised Users, and produce such record to BundleCorp on request if required;
(c) notify BundleCorp as soon as it becomes aware of any unauthorised use of the Platform by any person (including any loss, theft or unauthorised use or access to either the Platform or BundleCorp Material, or any usernames or passwords being compromised);
(d) at all times be responsible for Authorised Users' use of the Platform and general compliance with this Agreement as if each Authorised User were a party to this Agreement;
(e) be entitled to use any BundleCorp Material only to the extent necessary to receive the benefit of the Services under this Agreement and for no other purposes whatsoever; and
(f) permit BundleCorp to inspect and have access to any premises (and to the computer equipment located there) at or from which the Platform is being used or BundleCorp Material is kept or used, and have access to any records, for the purposes of ensuring that the Client is complying with the terms of this clause 3. BundleCorp shall provide reasonable advance notice to the Client of such inspections, which shall take place at reasonable times.

4. Support
4.1 BundleCorp shall provide basic support in accordance with the Service Level Guidelines in all material respects from the Live Date and for the remainder of the term of this Agreement. The Client acknowledges that all timescales and performance metrics within the Service Level Guidelines are targets only and are not binding on BundleCorp.

5. Performance
5.1 The parties agree that in the event of any defect arising with respect to the Platform, the Client's exclusive remedy and BundleCorp's entire obligation and liability shall be to provide support in accordance with the Service Level Guidelines in all material respects.
5.2 BundleCorp does not warrant that access and use of the Platform will be uninterrupted or error-free.
5.3 The Client accepts responsibility for the selection of the Platform to achieve its intended results and acknowledges that the Platform has not been developed to meet the individual requirements of the Client.
5.4 The Client acknowledges that any open source software (as defined by the Open Source Initiative or the Free Software Foundation) provided by BundleCorp (including any open source software which is utilised in the Client’s use of the Platform or incorporated into the Platform) is provided "as is" and, subject to clause 13.1, BundleCorp excludes all liability in relation to the provision of such open source software.

6. Client's Obligations
6.1 The Client shall:
(a) co-operate with BundleCorp in all matters relating to the Services;
(b) provide, in a timely manner, such In-put Material and other information as BundleCorp may reasonably require from time to time, and ensure that it is complete and accurate in all material respects;
(c) maintain the Systems to the minimum specification required to use the Platform, as notified to the Client by BundleCorp from time to time; and
(d) obtain and maintain all necessary licences and consents and comply with all applicable laws in relation to:
(i) any In-put Material which is uploaded, posted, otherwise transmitted or access is provided to through the Platform;
(ii) the operation and use of the Services by the Client and its Authorised Users.
6.2 If BundleCorp's performance of its obligations under this Agreement is impacted, prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants, employees or Authorised Users, BundleCorp shall not be liable for any costs, charges, liabilities or losses sustained or incurred by the Client that arise directly or indirectly from such impact, prevention or delay nor shall BundleCorp be in breach of its obligations under this Agreement.

7. Anti-Bribery
7.1 Each Party shall:
(a) comply with the Bribery Act 2010 and it's own anti-bribery and corruption policies (the "Anti-Bribery Requirements");
(b) create and maintain throughout the term of this Agreement, procedures to ensure compliance with the Anti-Bribery Requirements and will enforce them where appropriate; and
(c) will make it clear to those providing services for such party, including their personnel and subcontractors, that such party does not accept or condone the payment of bribes on it's behalf.

8. Data Protection
8.1 In this Clause 8, "controller", "data controller", "data processor", "data subject", "personal data", "process", "processor" and "special categories of data" shall have the meaning given to them by Data Protection Law.
8.2 The Client, as data controller/controller appoints BundleCorp as a data processor/processor to process the personal data described in this Agreement (the Data) for the purposes described in this Agreement (the Permitted Purpose). Each party shall comply with the obligations that apply to it under Data Protection Law.
8.3 The Client shall not disclose (and shall not permit any data subject to disclose) any sensitive personal data/special categories of personal data to BundleCorp for processing.
8.4 BundleCorp shall not transfer the Data outside of the European Economic Area (EEA) unless it has taken such measures as are necessary to ensure the transfer is in compliance with Data Protection Law. Such measures may include transferring the Data to a recipient in a country that the European Commission has decided provides adequate protection for personal data, to a recipient that has achieved binding corporate rules authorisation in accordance with Data Protection Law, or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission.
8.5 BundleCorp shall ensure that any person it authorises to process the Data (an Authorised Person) shall protect the Data in accordance with BundleCorp's confidentiality obligations under this Agreement.
8.6 BundleCorp shall implement technical and organisational measures to protect the Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Data (a Security Incident).
8.7 The Client consents to BundleCorp engaging third party subprocessors to process the Data for the Permitted Purpose provided that: (i) BundleCorp maintains an up-to-date list of its subprocessors and shall notify the Client of any change in subprocessors at least 10 days' prior to any such change; (ii) BundleCorp imposes data protection terms on any subprocessor it appoints that require it to protect the Data to the standard required by Data Protection Law; and (iii) BundleCorp remains liable for any breach of this Clause that is caused by an act, error or omission of its subprocessor.
8.8 BundleCorp shall provide reasonable and timely assistance to the Client (at the Client's expense) to enable the Client to respond to: (i) any request from a data subject to exercise any of its rights under Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Data. In the event that any such request, correspondence, enquiry or complaint is made directly to BundleCorp, BundleCorp shall promptly inform the Client providing full details of the same.
8.9 If BundleCorp believes or becomes aware that its processing of the Data is likely to result in a high risk to the data protection rights and freedoms of data subjects, it shall inform the Client and provide reasonable cooperation to the Client (at the Client's expense) in connection with any data protection impact assessment that may be required under Data Protection Law.
8.10 If BundleCorp becomes aware of a confirmed Security Incident, BundleCorp shall:
(a) inform the Client without undue delay and shall provide reasonable information and cooperation to the Client so that the Client can fulfil any data breach reporting obligations it may have under (and in accordance with the timescales required by) Data Protection Law; and
(b) take any reasonably necessary measures and actions to remedy or mitigate the effects of the Security Incident; and
(c) keep the Client informed of all material developments in connection with the Security Incident.
8.11 Upon termination or expiry of this Agreement, BundleCorp shall (at the Client's election) destroy or return to the Client all Data in its possession or control. This requirement shall not apply to the extent that BundleCorp is required by applicable law to retain some or all of the Data, or to Data it has archived on back-up systems, which Data BundleCorp shall securely isolate and protect from any further processing except to the extent required by such law.

9. Charges and Payment
9.1 The Client shall:
(a) pay the Charges in accordance with the Order Form; and
(b) pay each invoice submitted to it by BundleCorp, in full and in cleared funds, within 30 days of receipt to a bank account nominated in writing by BundleCorp.
9.2 All amounts quoted to the Client shall be exclusive of VAT, which BundleCorp shall add to its invoices at the appropriate rate and paid by the Client together with the invoiced amount.
9.3 All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9.4 BundleCorp shall be entitled to review and increase the Charges once in each Contract Year by giving written notice to the Client.

10. Rights Ownership
10.1 As between the Client and BundleCorp, all Intellectual Property Rights and all other rights in:
(a) the Services, the Platform and in any BundleCorp Material shall be owned by BundleCorp; and
(b) in respect of the In-put Material and the Marks (as defined below), shall be owned by the Client.

11. Infringement
11.1 Each party (the Indemnifying Party) undertakes at its own expense to defend the other party (the Indemnified Party) against any claim or action brought against the Indemnified Party alleging that:
(a) (where BundleCorp is the Indemnifying Party), the use of the Platform in accordance with this Agreement infringes the Intellectual Property Rights of a third party; or
(b) (where the Client is the Indemnifying Party), the use of the In-put Materials or the Marks in accordance with this Agreement infringes the Intellectual Property Rights of a third party,
(each, a Claim).
11.2 The Indemnifying Party shall be responsible for any reasonable losses, damages, costs (including reasonable legal fees) and expenses incurred by or awarded against the Indemnified Party as a result of or in connection with any such Claim. This indemnity shall not apply where the Claim is attributable to:
(a) use of the Platform other than in accordance with the terms of this Agreement;
(b) use of the Platform in combination with any infrastructure, hardware, software or services not supplied or specified by BundleCorp; or
(c) any In-put Material.
11.3 If any third party makes a Claim, or notifies an intention to make a Claim against the Indemnified Party, the Indemnifying Party's obligations under clause 11.1 are conditional on the Indemnified Party:
(a) as soon as reasonably practicable, giving written notice of the Claim to the Indemnifying Party, specifying the nature of the Claim in reasonable detail;
(b) not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Indemnifying Party;
(c) giving the Indemnifying Party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Indemnified Party, so as to enable the Indemnifying Party and its professional advisers to examine them and to take copies (at the Indemnifying Party's expense) for the purpose of assessing the Claim; and
(d) taking such action as the Indemnifying Party may reasonably request to avoid, dispute, compromise or defend the Claim.
11.4 If any Claim is made, or in either Party's reasonable opinion is likely to be made, against the Indemnifying Party, the Indemnified Party may at its sole option and expense:
(a) procure for the Indemnified Party the right to continue to use the relevant materials/services;
(b) modify or replace the relevant materials/services so that it ceases to be infringing but offer substantially the same level and extent of the infringing materials/services; or
(c) where the Indemnifying Party is BundleCorp and the Claim relates to the Platform or the Services, terminate this Agreement immediately by notice in writing to the Client and refund any of the Charges paid by the Client as at the date of termination (less a reasonable sum in respect of the Client's use of the Platform and Services to the date of termination).

12. Confidentiality
12.1 Each party undertakes that it shall not at any time disclose to any person the other's Confidential Information, except as permitted by this clause 12.
12.2 The receiving party shall not use the disclosing party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
12.3 The receiving party may disclose the disclosing party’s Confidential Information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising its rights or performing its obligations under or in connection with this Agreement (and where BundleCorp is the receiving party, to its sub-contractors to the extent necessary to perform the Services). Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's Confidential Information comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.4 All materials, equipment and tools, drawings, specifications and data supplied by BundleCorp to the Client (including BundleCorp Material) shall, at all times, be and remain as between BundleCorp and the Client the exclusive property and Confidential Information of BundleCorp.
12.5 BundleCorp and the Client acknowledge and agree that:
(a) any information which is specific to the Client arising from the Client’s use of the Platform (including In-put Material) shall be deemed to be the exclusive property and Confidential Information of the Client and shall only be used by BundleCorp for the purpose of providing the Services to the Client and subject to the provisions of this clause 12;
(b) notwithstanding clause 12.5(a), BundleCorp shall be entitled and shall have the right at all times to use non-personal, macro-level, operational information generated from the Client’s use of the Platform for the purpose of monitoring, analysing and reporting on trends in the utilities sector on an aggregated basis provided always that such analysis shall not incorporate any information which is specific to any of the Client’s current or previous customers and in so doing will never disclose the Client’s Confidential Information nor IPR to any third party.

13. Limitation of Liability
13.1 Nothing in this Agreement limits or excludes liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
(d) any other liability which cannot be limited or excluded by applicable law.
13.2 Subject to clause 13.1, BundleCorp shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill;
(f) wasted expenditure;
(g) loss of use or corruption of software, data or information; or
(h) any indirect loss.
13.3 Subject to clause 13.1 and clause 13.2, BundleCorp's total liability under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in each Contract Year not exceed the Charges paid by the Client to BundleCorp in the previous Contract Year, and in respect of the first Contract Year, the Charges payable in the first Contract Year.
13.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982, and all other warranties and conditions implied by law as to BundleCorp's performance of its obligations under this Agreement, are, to the fullest extent permitted by law, excluded from this Agreement.
13.5 The Client shall indemnity, keep indemnified and hold harmless BundleCorp from and against all Losses together with all legal expenses suffered or incurred by BundleCorp as a result of any claim that the rights of any person have been infringed due to an Authorised User's use of the Platform.
13.6 In relation to the indemnity in this Clause 13.5, the obligations of the Client to indemnify BundleCorp shall be construed such that the relevant indemnity shall be in respect of all Losses incurred by BundleCorp, its associates, officers, directors, employees, agents, shareholders, subcontractors and partners (the "indemnified parties") save to the extent that such Losses arose as a result of the negligent act or omission or breach of this Agreement by an indemnified party.

14. Termination
14.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(b) the other party is declared or becomes insolvent, has a moratorium declared in respect of any indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things, takes or suffers any similar action in any jurisdiction or any step is taken (including making of an application, entering into a board resolution or giving of a notice) by it or by any other person in respect of such circumstances; or
(c) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
14.2 Without affecting any other right or remedy available to it, BundleCorp may terminate this Agreement with immediate effect by giving written notice to the Client if:
(a) the Client fails to comply with clause 3; or
(b) the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment,
in each case, termination shall be deemed to be for an irremediable breach of this Agreement and BundleCorp shall be entitled to recover damages arising from such breach.
14.3 In the event that BundleCorp is entitled to terminate this Agreement in accordance with clause 14.2, BundleCorp may instead elect to suspend the provision of the Services without prejudice to its other rights under clause 14.2.

15. Consequences of Termination or Expiry
15.1 On termination or expiry of this Agreement:
(a) the Client's rights under clause 3 shall immediately cease;
(b) the Client shall immediately pay to BundleCorp all of BundleCorp's outstanding unpaid invoices and, in respect of Services supplied but for which no invoice has been submitted, BundleCorp may submit an invoice, which shall be payable within 30 days of receipt;
(c) the Client shall return all of BundleCorp Material to BundleCorp within 10 Business Days days after the Agreement terminates. If the Client fails to do so, then BundleCorp may enter the Client's premises and take possession of them. Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping;
(d) the following shall continue in force: clause 1, clause 7, clause 10, clause 12, clause 13, clause 15, clause 16, clause 19 to 29 (inclusive), clause 31 and clause 32.
15.2 Termination or expiry of this Agreement shall 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 this Agreement which existed at or before the date of termination or expiry.

16. Change Control
16.1 The Client may in writing request and BundleCorp may in writing propose changes to the Services or the Platform (including requests for additional requirements) (a Change Request).
16.2 Change Requests shall be made by e-mail to [email protected]. Approval and authorisation will be required by a Change Advisory Board (CAB) before any work can commence. The CAB will comprise of a relevant representative from BundleCorp and, where appropriate, the Client.
16.3 In the event that the Client issues a Change Request, BundleCorp shall submit to the Client a quotation or estimate of any changes to the charges payable or any additional charges within 5 (five) Business Days of receipt of the Change Request.
16.4 In the event that BundleCorp issues a Change Request, the Change Request submitted by BundleCorp shall be accompanied by a quotation or estimate of any changes to the charges payable or any additional charges.
16.5 Should the Client wish to proceed with a proposed change where there is an associated change to the charges or additional charges, the Client shall issue authorisation for any change to be implemented by signing the relevant Change Request as soon as reasonably practicable but no longer than 20 (twenty) Business Days after receipt of the quotation or estimate. Should the Client not wish to proceed with a proposed change, the Client shall issue a formal rejection of the change within 10 (ten) Business Days of receipt of the Change Request. A Change Request authorised in writing by the Client and BundleCorp shall constitute a legally binding variation to this Agreement.
16.6 Until any change is agreed and authorised in accordance with this Schedule 4, such change shall not take effect and BundleCorp shall continue to perform and be paid for any Services provided under the Agreement as if the change had not been requested or recommended.

17. Publicity
The Client agrees that BundleCorp may publicise that the Client is a client of BundleCorp and shall be entitled to refer to the Client and use the Client's logo on BundleCorp's website and in other marketing materials and announcements.

18. Force Majeure
18.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including strikes, lock-outs or other industrial disputes, failure of a utility service, transport or telecommunications network or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (a Force Majeure Event).
18.2 If a Force Majeure Event occurs, the affected party shall be entitled to a reasonable extension of the time for performing its obligations which are affected by the Force Majeure Event, provided that if the period of delay or non-performance continues for 4 weeks and is material to the overall provision of the Services, the party not affected may terminate this agreement by giving 7 days' written notice to the affected party.
18.3 Nothing in this clause shall relieve the Client from its obligation to pay the Charges by the due date for payment.

19. Variation
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20. Waiver
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21. Rights and Remedies
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

22. Severance
22.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 23 shall not affect the validity and enforceability of the rest of this Agreement.
22.2 If one party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

23. Entire Agreement
23.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
23.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

24. Conflict
If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.

25. Assignment and Dealings
25.1 This Agreement is personal to the Client and the Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
25.2 BundleCorp may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.

26. No Partnership or Agency
Nothing in this Agreement is intended to, or shall 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.

27. Third Party Rights
No one other than a party to this Agreement shall have any right to enforce any of its terms and the parties shall not require the consent of any third party to vary or rescind this Agreement.

28. Notices
28.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement or by email to the email address set out in the Order Form, or such other address or email as may have been notified by that party for such purposes.
28.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in normal business hours on a Business Day, at 9 a.m. UK time on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice delivered by email shall be deemed to have been received when transmitted (without “bounce-back” or other error message).
28.3 The parties agree that this clause 29 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.

29. Counterparts
This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

30. Disputes
30.1 If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (Dispute) then except as expressly provided in this Agreement, the parties shall follow the procedure set out in this clause 31:
(a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the relationship managers (or equivalent) of BundleCorp and the Client shall attempt in good faith to resolve the Dispute;
(b) if the relationship managers of BundleCorp and the Client are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the Managing Directors (or equivalent) of BundleCorp and the Client who shall attempt in good faith to resolve it; and
(c) if the Managing Directors of BundleCorp and the Client are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties may attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (ADR Notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR Notice should be sent to CEDR Solve. The mediation will start not later than 30 days after the date of the ADR Notice.
30.2 The commencement of negotiations or mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute.

31. Governing Law and Jurisdiction
31.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
31.2 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 this Agreement or its subject matter or formation (including non-contractual disputes or claims).


Version: 1_6.2023
SCHEDULE 1
EULA