(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
2. Basis and Structure of contract
2.1 This Contract is made up only of the Terms and Conditions, Service Specification and Order Form, the SLA , any agreed Change Authorisation Note and any other UBDS service specific terms and conditions which are also incorporated by reference.
2.2 The Customer wishes to engage the Services of UBDS and UBDS is prepared to provide its Services as set forth in this Contract.
2.3 Any samples, or advertising issued by UBDS, and any descriptions or illustrations contained in UBDS’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of this Contract or have any contractual force.
2.4 Any quotation or proposal given by UBDS shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
3. Supply of Services
3.1 UBDS shall provide the Services to the Customer in accordance with the Specification in all material respects. UBDS shall use all reasonable endeavours to ensure that no known Malware is introduced into the Customer’s systems and software and shall deploy and use anti-Malware software which is in accordance with industry best practices. In the event that Malware affects the Customer’s systems or software, the Customer shall promptly notify UBDS and, at UBDS’s cost and expense, take all necessary (commercially reasonable) steps to eliminate the Malware and mitigate any losses of operational efficiency caused by such Malware.
3.2 UBDS shall use all reasonable endeavours to meet the Service Performance Levels.
3.3 UBDS reserves the right to amend the Specification, if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and UBDS shall notify the Customer in any such event in writing.
3.4 UBDS warrants to the Customer that the Services will be provided by suitably experienced, qualified, and trained staff using reasonable care and skill in accordance with Good Industry Practice. UBDS further warrants to comply with all applicable laws and regulations in force from time to time in performing the Services including without limitation the Bribery Act 2010 and the Modern Slavery Act 2015 and shall ensure that it obtains, and maintains all consents, licences and permissions (statutory, regulatory, contractual or otherwise) it may require, and which are necessary to enable it to comply with its obligations under this Contract.
3.5 If, within the Warranty Period, the Customer notifies UBDS in writing of any material defect or fault in the Services in consequence of which it fails to conform to any of the warranties in clause 3.1 and has a material adverse impact on the business of the Customer, UBDS shall promptly repair the Services at its own cost.
3.6 To the extent that any timeline or milestones are provided for in the Order Form or otherwise, the parties agree that they shall be estimates only and that such timeline or milestones shall not be of the essence.
3.7 Change Control Process.
(a) If either party wishes to change the scope of the Services (including Customer requests for additional services) or any term of this Contract, it shall submit details of the requested change to the other in writing.
(b) If either party requests a change to the scope or execution of the Services or any term of this Contract, UBDS shall, within a reasonable time, provide a written estimate to Customer of:
(i) the likely time required to implement the change;
(ii) any variations to the Charges arising from the change;
(iii) the likely effect of the change on the project plan; and
(iv) any other impact of the change on the terms of this agreement.
(c) If either party requests a change to the scope of the Services or any term of this Contract, the other party has no obligation to do so unless and until the parties have agreed in writing the necessary variations to its charges, the project plan and any other relevant terms of the Contract to take account of the change, as set out in the agreed Change Authorisation Note.
(d) Notwithstanding clause 3.7 (c), UBDS shall be entitled to make any change to the scope of the Services and/or their delivery or any term of this Contract, for operational, commercial or regulatory reasons, provided that there is no adverse cost or service impact on the Customer.
(e) Notwithstanding clause 3.7 (c), the parties agree that where the Customer requests UBDS to make a change to the scope of the Services or any term of this Contract as a result of legal and/or regulatory obligations on the Customer, UBDS shall not (subject to payment of UBDS’ fees and expenses by the Customer) unreasonably refuse to attempt to provide a solution to the Customer’s request.
(f) If in UBDS’ reasonable opinion, any request made by the Customer to change the scope of the Services or any term of this Contract under this clause 3.7, involves a material amount of work in order to prepare the written estimate under clause 3.7(b) and to agree the Change Authorisation Note under clause 3.7(c), then UBDS shall be entitled to charge the Customer for carrying out such work on a time spent basis at its prevailing rates in force from time to time provided that UBDS has agreed such charges with the Customer in advance in writing.
3.8 UBDS may subcontract or delegate any or all of its obligations under the Contract to any third party, provided that UBDS shall remain responsible for the subcontractors’ compliance with the terms of the Contract.
4. Customer’s obligations
4.1 The Customer shall:
(a) co-operate in a timely manner with UBDS in all matters relating to the Services and acknowledge and comply with all Dependencies & Assumptions in a timely manner;
(b) prepare the Customer’s premises for the supply and receipt of the Services;
(c) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(d) comply with all applicable laws, including health and safety laws;
(e) keep all materials, equipment, documents and other property of UBDS (UBDS Materials) at the Customer’s premises in safe custody at its own risk, maintain UBDS Materials in good condition until returned to UBDS, and not dispose of or use UBDS Materials other than in accordance with UBDS’s written instructions or authorisation;
(f) comply with all UBDS recommendations regarding prevention of Malware and maintaining and complying with good information security standards and
(g) comply with any additional obligations as set out in the Specification.
4.2 If UBDS’s performance of any of its obligations under this Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation including without limitation anything in clause 4.1 (Customer Default), the following shall apply, save for the avoidance of doubt where any such Customer Default is a consequence of any acts or omissions of UBDS in the performance of its obligations under this Contract:
(a) without limiting or affecting any other right or remedy available to it, UBDS shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays UBDS’s performance of any of its obligations;
(b) UBDS shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from UBDS’s failure or delay performing any of its obligations as set out in this clause 4.2; and
(c) the Customer shall reimburse UBDS on written demand for any costs or losses sustained or incurred by UBDS arising directly or indirectly from the Customer Default.
5. Charges and payment
5.1 The Charges for the Services shall be calculated on the following basis:
(a) the Charges applicable to this Contract shall be calculated as provided for in the Order Form and otherwise on a time and materials basis in accordance with UBDS’s fee rates as apply from time to time; and
(b) UBDS shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom UBDS engages in connection with the Services including travelling expenses, hotel costs, subsistence, and any associated expenses, and for the cost of services provided by third parties and required by UBDS for the performance of the Services, and for the cost of any materials, provided UBDS has first obtained the Customer’s prior written consent before any such expenses are incurred.
5.2 UBDS shall invoice the Customer as provided for in the Order Form and where not so provided on completion of the Services or as otherwise agreed in writing between the parties.
5.3 The Customer shall pay each undisputed invoice submitted by UBDS:
(a) within 30 days of receipt of a valid invoice or in accordance with any credit terms agreed by UBDS and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by UBDS, and time for payment shall be of the essence of this Contract.
5.4 All amounts payable by the Customer under this Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under a Contract by UBDS to the Customer, the Customer shall, on receipt of a valid VAT invoice from UBDS, pay to UBDS such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.5 If the Customer fails to make a payment due to UBDS under this Contract by the due date, then, without limiting UBDS’s remedies under clauses 9 and 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.5 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.6 All amounts due under this Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.7 In the event the Customer fails to pay any genuinely undisputed amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment UBDS shall at its option be entitled to suspend all services until payment has been made in full.
5.8 If any invoice is disputed in part only, UBDS shall issue a credit note in respect of the original invoice and issue an invoice for the part not in dispute. On receipt of such an invoice the Customer shall pay that part of the original invoice which it accepts, while any query concerning a disputed sum is resolved in accordance with the Dispute Resolution Procedure.
5.9 the Customer shall only be entitled to dispute an invoice acting in good faith and provided that the Customer shall as soon as is reasonably practicable in the circumstances inform UBDS of the disputed invoice and the amount in dispute, giving UBDS in reasonable detail reasons for disputing the sum and, where applicable, with supporting documentary evidence.
6. Intellectual property rights
6.1 UBDS shall retain ownership of all Intellectual Property Rights in or arising out of or in connection with the Services and the Deliverables (other than Intellectual Property Rights in any materials provided by the Customer). In the event that any Intellectual Property rights arising out of or in connection with the Services and the Deliverables (other than Intellectual Property Rights in any materials provided by the Customer) are owned by or vest in the Customer, the Customer hereby assigns to UBDS all such Intellectual Property Rights from the date of their creation, with full title guarantee and to the fullest extent possible, to hold absolutely all right, title and interest, whether legal or beneficial in and relating to all such Intellectual Property Rights and all accrued rights of action in relation to those Intellectual Property Rights.
6.2 UBDS grants the Customer a fully paid-up, non-exclusive, royalty-free, non-transferable, non-sublicensable licence for the term of this Contract to use any Deliverables or any other materials received from UBDS in order to receive the benefit of the Services (and any Intellectual Property Rights therein) solely for the purpose of receiving and using the Services and the Deliverables in its business.
6.3 The Customer grants UBDS a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to UBDS (and any Intellectual Property Rights therein) for as long as UBDS provides Services to the Customer and solely for the purpose of providing the Services to the Customer.
6.4 UBDS undertakes to defend the Customer from and against any claim or action (“Claim”) that the provision of the Services infringes the Intellectual Property Rights of a third party and shall fully indemnify and hold the Customer from and against all costs, expenses, losses, liabilities, damages and other adverse effects directly incurred by or awarded against the Customer as a result of, or in connection with, any such third party claim. UBDS shall have sole control and right to settle the Claim provided such settlement does not compromise the reputation of the Customer.
7. Data protection
7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace a party’s obligations or rights under the Data Protection Legislation. In this clause 7, Applicable Laws means (for so long as and to the extent that they apply to UBDS) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the Data Protection Legislation from time to time in force in the UK and any other law that applies in the UK.
7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and UBDS is the processor.
7.3 Without prejudice to the generality of clause 7.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to UBDS for the duration and purposes of this Contract.
7.4 Without prejudice to the generality of clause 7.1, UBDS shall, in relation to any personal data processed in connection with the performance by UBDS of its obligations under this Contract:
(a) process that personal data only on the documented written instructions of the Customer unless UBDS is required by Applicable Laws to otherwise process that personal data. Where UBDS is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, UBDS shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit UBDS from so notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
(d) not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(i) the Customer or UBDS has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) UBDS complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) UBDS complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
(e) assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Customer without undue delay on becoming aware of a personal data breach;
(g) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 7 and immediately inform the Customer if, in the opinion of UBDS, an instruction infringes the Data Protection Legislation.
7.5 Either party may, at any time on not less than 30 days’ written notice, revise this clause 7 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Contract). For the avoidance of doubt, any revision of terms as envisaged by this clause 7.5 shall have no contractual effect unless both parties have agreed to the revision of terms in writing.
8. Limitation of liability
8.1 Nothing in this Contract limits any 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); and
(d) any other liability which cannot be limited or excluded by applicable law.
8.2 Subject to clause 8.3:
(a) UBDS’s total aggregate liability to the Customer whether in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with this Contract shall be limited to 150% of the Charges paid or payable under this Contract; and
(b) the Customer’s total aggregate liability to UBDS whether in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with this Contract shall be limited to 100% of the Charges paid under this Contract.
8.3 This clause 8.3 sets out specific heads of excluded loss and exceptions from them:
(a) Subject to clause 8.1, the types of loss listed in clause 8.3(b) are wholly excluded by the parties, but the types of loss and specific losses listed in clause 8.3(c) are not excluded.
(b) The following types of loss are wholly excluded:
(i) Loss of profits (whether direct or indirect).
(ii) Loss of sales or business (whether direct or indirect).
(iii) Loss of agreements or contracts (whether direct or indirect).
(iv) Loss of anticipated savings (whether direct or indirect).
(v) Loss of use or corruption of software, data or information (whether direct or indirect (save for where this is caused by UBDS in breach of clause 3.1).
(vi) Loss of or damage to goodwill (whether direct or indirect).
(vii) Indirect or consequential loss.
(c) The following types of loss and specific loss are not excluded:
(i) Sums paid by the Customer to UBDS pursuant to this Contract, in respect of any Services not provided in accordance with this Contract.
(ii) Wasted expenditure.
(iii) Losses incurred by the Customer arising out of or in connection with any third party claim against the Customer which has been caused by the act or omission of UBDS. For these purposes, third party claims shall include but not be limited to demands, fines, penalties, actions, investigations, or proceedings, including but not limited to those made or commenced by subcontractors, UBDS’s personnel, regulators and customers of the Customer.
8.4 Unless the Customer notifies UBDS that it intends to make a claim in respect of an event within the notice period, UBDS shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
8.5 This clause 8 shall survive termination of this Contract.
9.1 This Contract shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with this clause 9, for the contract term set out in Order Form (the “Term”).
9.2 Without affecting any other right or remedy available to it, either party may terminate this Contract by giving the other party 3 months’ written notice following the expiry of the minimum term set out in Order Form.
9.3 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so. For the avoidance of doubt, a material breach includes where there is consistent Service Level Failures by UBDS;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under that Contract has been placed in jeopardy.
9.4 Without affecting any other right or remedy available to it, UBDS may terminate this Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.5 Without affecting any other right or remedy available to it, UBDS may suspend the supply of Services under this Contract between the Customer and UBDS if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.3(b) to clause 9.3(d), or UBDS reasonably believes that the Customer is about to become subject to any of them.
9.6 If this Agreement is terminated by UBDS pursuant to clause 9.2 or by the Customer pursuant to clause 9.3, UBDS will provide the Customer with a pro rata refund for any Charges prepaid by the Customer applicable to the period following the termination of this Contract.
10. Consequences of termination
10.1 On termination of this Contract:
(a) the Customer shall promptly and without delay pay to UBDS all of UBDS’s outstanding unpaid invoices and interest in respect of this Contract and, in respect of Services supplied but for which no invoice has been submitted, UBDS shall submit an invoice, which shall be payable by the Customer promptly on receipt;
(b) the Customer shall return all UBDS Materials and any Deliverables which have not been fully paid for.
(c) each party shall promptly return to other party all documents and materials (and any copies) containing the other party’s Confidential Information, save that a recipient may retain such copies of Confidential Information as is reasonably necessary for legal or regulatory purposes and to the extent reasonable to permit the recipient to keep evidence that it has performed its obligations under this Contract. The provisions relating to Confidential Information shall continue to apply to any documents and materials retained by the recipient.
(d) each party shall erase all the other party’s Confidential Information from its computer systems (to the extent technically possible).
10.2 Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry in respect of this Contract, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination or expiry.
10.3 Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and effect.
11.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
11.2 Assignment and subcontracting.
(a) UBDS shall not assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights under this Contract without the prior written consent of the Customer.
(b) The Customer shall not:
(i) assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights under this Contract without the prior written consent of UBDS; or
(ii) subcontract any of its obligations under this Contract without the prior written consent of UBDS.
(a) Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 11.3(b).
(b) Each party may disclose the other party’s Confidential Information:
(i) to its Group companies and their respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under a Contract. ‘Group’ means in relation to each party, any subsidiary or holding company from time to time of each party, and any subsidiary from time to time of a holding company of each party. Each company in a Group is a member of the Group. Each party shall ensure that its Group companies and their respective employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause 11.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under this Contract.
11.4 Entire agreement.
(a) This Contract constitutes the entire agreement between the parties in relation to the subject matter of this Contract and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into this Contract it does not rely on and 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 Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
11.5 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives) under the Change Control Process.
11.6 Waiver. A waiver of any right or remedy under this Contract or by law is only effective if given in writing and shall 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 this Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.7 Severance. If any provision or part-provision of this Contract 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 shall not affect the validity and enforceability of the rest of this Contract.
(a) Any notice or other communication given to a party under or in connection with this Contract 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 by e-mail to your primary contact for UBDS and to such e-mail addresses as the Customer uses in correspondence with UBDS in connection with the Contract.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt;
(ii) if sent by next working day delivery service, at 10.00 am on the second Business Day after posting;
(iii) immediately if sent by e-mail.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
11.9 Third party rights.
(a) Unless it expressly states otherwise, this Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
(b) The rights of the parties to rescind or vary this Contract are not subject to the consent of any other person.
(a) Each party shall appoint a representative (Representative) and for any periods where a Representative is ill, on holiday or otherwise away from the office, a deputy (Deputy), who shall be the principal point of contact between UBDS and the Customer.
(b) The Representatives shall be the primary point of contact between the Customer and UBDS in relation to issues arising out of this Contract and shall have day-to-day responsibility for the provision and use of the Services and for ensuring the smooth and efficient operation of this Contract.
(c) If agreed by the parties to be relevant to this Contract, the Representatives shall meet at intervals and in such formats as set out in the Contract throughout the term of the Contract (each a Representative Meeting) for the purposes of considering any issues arising out of the performance of the Services relating to this Contract generally.
(d) The Representatives shall use all reasonable efforts to resolve in an amicable and co-operative manner issues which are raised by either of the parties in relation to this Contract. If the Representatives are unable to resolve any issue, the procedure set out in clauses 11.12 and 11.14 shall apply.
11.11 Further Assurance. Both the Customer and UBDS shall execute all further documents and, do all such acts and things as are necessary or desirable to give full effect to this Contract and in particular, but without limitation, to vest in the other Party the applicable rights in respect of the applicable IPR in accordance with the provisions of Clause 6 (Intellectual property rights).
11.12 Dispute Resolution Procedure
(a) If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it (“Dispute”), then the parties shall follow the procedure set out below.
(i) 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 Representative of each party shall attempt in good faith to resolve the Dispute.
(ii) If Representatives of each party are for any reason unable to resolve the Dispute within 14 days of service of the Dispute Notice, the Dispute shall be referred to a Director of each party who shall attempt in good faith to resolve it.
(iii) If the Directors are for any reason unable to resolve the Dispute within 14 days of it being referred to them, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 working days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (“ADR notice”) to the other party to the Dispute, referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR. Unless otherwise agreed between the parties, the mediation will start not later than 21 days after the date of the ADR notice.
(b) The commencement of a mediation will not prevent the parties commencing or continuing court proceedings.
11.13 Governing law. This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of England.
11.14 Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.