1. Definitions and Interpretation
    1. The definitions set out in the Schedule shall apply in the Contract.
    2. A reference to a statute or statutory provision is a reference to it as amended or re-enacted, and includes all subordinate legislation made under that statute or statutory provision.
    3. 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.
       
  2. Basis of Contract
    1. The Order constitutes an offer by the Customer to purchases Services in accordance with these Conditions.  The Order shall only be deemed accepted when Grand Central issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
    2. Any samples, drawings, descriptive matter or advertising issued by Grand Central, and any descriptions or illustrations contained in Grand Central’s promotional materials, 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 the Contract or have any contractual force.
    3. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    4. Any quotation given by Grand Central shall not constitute an offer, and is only valid for a period of 12 weeks from its date of issue.
       
  3. Supply of Services
    1. Grand Central shall supply the Services to the Customer in accordance with the Scope of Work or Specification in all material respects.
    2. Grand Central shall use all reasonable endeavours to meet any performance dates specified in the Scope of Work or Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
    3. Grand Central reserves the right to amend the Scope of Work or Specification (as applicable) 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 Grand Central shall notify the Customer in any such event.
    4. Grand Central warrants that any digital Deliverables (including websites) will perform substantially in accordance with the Specification for a period of two (2) weeks from Acceptance.  If a digital Deliverable does not so perform, Grand Central shall carry out any work necessary in order to ensure that such Deliverable substantially complies with the Specification.  This warranty shall not apply to the extent that any failure is caused by the Customer or any materials or instructions supplied by it.
    5. In the event that the Customer requires Grand Central to provide additional services, including maintenance of digital Deliverables, the parties shall amend the Contract using the Change Control Procedure in clause 11.
       
  4. Customer’s Obligations
    1. The Customer shall:
      1. ensure that the terms of the Order and any information it provides for inclusion in the Scope of Work or Specification are complete and accurate;
      2. co-operate with Grand Central in all matters relating to the Services;
      3. provide Grand Central, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Grand Central;
      4. provide Grand Central with such information and materials as Grand Central may reasonably require in order to supply the Services, and ensure that such information and materials are complete and accurate in all material respects;
      5. 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;
      6. comply with all applicable laws;
      7. keep all materials, equipment, documents and other property of Grand Central (“GC Materials”) at the Customer’s premises in safe custody at its own risk, maintain the GC Materials in good condition until returned to Grand Central, and not dispose of or use the GC Materials other than in accordance with Grand Central’s written instructions or authorisation; and
      8. comply with any additional obligations as set out in the Scope of Work or Specification.
    2. If Grand Central’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
      1. without limiting or affecting any other right or remedy available to it, Grand Central 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 Grand Central’s performance of any of its obligations;
      2. Grand Central shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Grand Central’s failure or delay to perform any of its obligations as set out in this clause 4; and
      3. the Customer shall reimburse Grand Central on written demand for any costs or losses sustained or incurred by Grand Central arising directly or indirectly from the Customer Default.
         
  5. Milestones, Testing, Acceptance and Completion
    1. The Customer shall sign off each milestone (as set out in the Scope of Work, or Specification) upon completion of the same either by the issuing of a signed “milestone sign-off form” or by otherwise confirming in writing that such milestone has been completed to the Customer’s satisfaction.
    2. Where it is agreed that a Deliverable is to be subject to Acceptance Tests (as set out in the Scope of Work, or Specification), the Customer shall carry out such Acceptance Tests as are necessary to ensure the compliance of the Deliverables with any specification set out in the Scope of Work or Specification. The Customer shall be responsible for the completion of such tests, and for providing the results of such tests to Grand Central.
    3. If any failure to pass Acceptance Tests is caused by a defect resulting from an act or omission of the Customer (or one of its sub-contractors, or agents), the Deliverable shall be deemed Accepted.  Grand Central shall provide assistance reasonably requested by the Customer in remedying such defect, by supplying additional services for which the Change Control Procedure in clause 11 shall be used.
    4.  Acceptance of each Deliverable shall be deemed to have taken place upon the occurrence of any of the following events:
      1. the Customer uses that Deliverable for any “live” purpose including for revenue-earning purposes or to provide any services to third parties other than for test purposes; or
      2. the Customer unreasonably delays the start of the relevant Acceptance Tests or any retests for a period of seven (7) Business Days from the date on which Grand Central provided the Deliverable ready for testing.
    5. The Customer acknowledges that the provision the Services by Grand Central shall be deemed completed upon the delivery to the Customer of all Deliverables under the Contract.  For the avoidance of doubt, the fact that the Customer may not put one or more Deliverable to use until a later date shall not affect the Customer’s obligations under the Contract, including the payment of any Fees which fall due upon completion.
       
  6. Fee Rates and Hours of Work
    1. The Fees for the Services shall be calculated with reference to the fixed rates quoted in the Scope of Work, Specification, or such other pre-agreed documentation that outlines the required Deliverables.
    2. The Fees payable in connection with any Change agreed pursuant to the Change Control Procedure shall be set out in the relevant CCN.
    3. Unless otherwise stated, and in addition to the Fees, Grand Central shall be entitled to charge the Customer for any costs and expenses reasonably incurred Grand Central and by the individuals whom Grand Central engages in connection with the Services including:
      • Out of pocket expenses (i.e. couriers, deliveries, purchase of materials)
      • 3rd party licences (i.e. images, photography, video and music licences associated with individual activations)
      • media costs (i.e. radio, press, OOH etc.)
      • PR outside of liaising with an internal/external PR contact
      • Social media moderation/activation and/or any prize winner logistics
      • Work relating to the Services involving overnight stays the cost of bed, breakfast and evening meal, any incidental expenses such as travel and medical insurance (outside UK only).
    4.  Any expenses over £100 considered outside of the Fees will be agreed with the Customer in advance.
    5.  The Fees will be fixed for the Initial Period, or for 6 months, whichever is the shorter. Rates will be assessed by Grand Central from time to time and any changes to the Fees will be notified to the Customer in writing.
    6. All Fees and expenses will be documented by Grand Central.
    7. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of VAT. Where any taxable supply for VAT purposes is made under the Contract by Grand Central to the Customer, the Customer shall, on receipt of a valid VAT invoice from Grand Central, pay to Grand Central 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.
    8. The standard working day is seven and a half hours between 9am and 5.30pm on Business Days.
       
  7. Payment
    1. Grand Central shall invoice the Customer in line with the pre-agreed schedule of payments set out in the Scope or Work or Specification.  The invoice will include a Customer reference number or PO, the work carried out and value of the invoice and expenses if any.
    2. Invoices must be paid in full within 30 days of the date of issue in full and in cleared funds to the bank account nominated in writing by Grand Central, and time for payment shall be of the essence.
    3. Grand Central may at its discretion charge interest at 5 percent per annum above HSBC Bank's base rate on any sum not paid by the due date. Such interest shall run from day to day and accrue after as well as before any judgement and shall from time to time be compounded monthly on the amount overdue until payment thereof.
    4. If any payment becomes overdue, and unless pre agreed, Grand Central may (without prejudice to its other rights or remedies) suspend work under the Contract until payment in full thereof has been made. This may include the removal of any digital assets from live web servers that relate to the project and/or the revocation of the Customer’s access rights from any online systems requiring passwords.
    5. All amounts due under the Contract shall be paid by the Customer in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
       
  8. Confidentiality and IP Ownership
    1. Unless otherwise agreed in writing, all Intellectual Property Rights in or arising out of or in connection with the Services, including the Deliverables, (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Grand Central.
    2. Grand Central grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy and use the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables.  The Customer shall not sub-license, assign or otherwise transfer the rights granted in this clause 8b.
    3. For the avoidance of doubt, the licence granted in clause 8b above does not extend to any software libraries, components, programming tools, techniques or code of a general nature owned, acquired or used by Grand Central in the performance of the Contract. 
    4. The Customer grants Grand Central a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to Grand Central for the term of the Contract for the purpose of providing the Services to the Customer.
    5. Confidential Information provided by each party to the other will be treated as confidential unless specific authorisation to release it is given by party whose Confidential Information it is, or the information comes into the public domain.   Both parties will ensure that their employees and sub-contractors are bound by provisions similar to those contained herein. This clause 8 shall survive termination of the Contract for a period of two years.
       
  9. Data Protection
    1. Both parties will comply with all applicable requirements of the Data Protection Legislation.
    2. The parties acknowledge for the purposes of the Data Protection Legislation that the Customer is the data controller and Grand Central is the data processor (where such terms have the meanings defined in the Data Protection Legislation).
    3. Without prejudice to the generality of clause 9a, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable the lawful collection and/or transfer of Personal Data (as defined in the Data Protection Legislation) to Grand Central for the duration and purposes of the Contract. 
    4. Without prejudice to the generality of clause 9a, Grand Central shall, in relation to any Personal Data processed in connection with the performance of Grand Central of its obligations under the Contract:  
      1. collect and process Personal Data only in accordance with the Customer’s written instructions from time to time;
      2. not process the Personal Data for any purposes other than those expressly authorised by the Customer;
      3. take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data;
      4. take appropriate technical and organisational measures to protect against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
        • the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage;
        • the nature of the data to be protected; and
        • the state of technological development and the cost of implementing any measures.
      5. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
      6. 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:
        • the Customer or Grand Central have provided appropriate safeguards in relation to the transfer;
        • the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
        • Grand Central complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
        • Grand Central complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
      7. 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;
      8. notify the Customer without undue delay on becoming aware of a Personal Data breach;
      9. at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by applicable law to store the Personal Data; and
      10. maintain complete and accurate records and information to demonstrate its compliance with this clause 9.
    5. The Customer acknowledges that Grand Central is reliant on the Customer for direction as to the extent to which Grand Central is entitled to use and process the Personal Data. Consequently, Grand Central will not be liable for any claim brought by a data subject arising from any action or omission by Grand Central, to the extent that such action or omission resulted directly from the Customer’s instructions.
    6. Grand Central may authorise a third party (subcontractor) to process the Personal Data provided that the subcontractor’s contract:
      1. is on terms which are substantially the same as those set out in the Contract; and
      2. terminates automatically on termination of the Contract for any reason.
         
  10. Liability
    1. Nothing in the Contract shall exclude or limit either party’s liability for: death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by applicable law.  
    2. Subject to clause 10a, Grand Central shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and/or any direct or consequential loss
    3. Subject to clause 10a, Grand Central’s total liability to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total Fees paid under the Contract.
    4. The Customer agrees to indemnify Grand Central fully and promptly against all costs, claims, demands, damages and expenses to which Grand Central may become liable or which Grand Central may suffer or incur as a result directly or indirectly of Grand Central's acting in accordance with the Customer's instructions, or arising from any act, default or neglect on the part of the Customer, its employees, agents or subcontractors.
    5. This clause 10 shall survive termination of the Contract.
       
  11. Change Control Procedure
    1. Grand Central and the Customer shall discuss any change to the Contract (“Change”) proposed by the other and such discussion shall result in either:
      1. a written request for a Change by the Customer; or
      2. a written recommendation for a Change by Grand Central,
      3. or, if neither the Customer nor Grand Central wishes to submit a request or recommendation, the proposal for the Change will not proceed.
    2. Where a written request for a Change is received from the Customer, Grand Central shall, unless otherwise agreed, submit a change control note (“CCN”) to the Customer within the period agreed between them or, if no such period is agreed, within five (5) Business Days from the date of receipt of such request for a Change, or inform the Customer that Grand Central is not able to comply with such written request for a Change.
    3. A written recommendation for a Change by Grand Central shall be submitted as a CCN direct to the Customer at the time of such recommendation
    4. Each CCN shall contain the following information:
      1. the title of the Change;
      2. the originator and the date of the request or recommendation for the Change;
      3. the reason for the Change;
      4. the full details of the Change, including any specifications and user facilities;
      5. the price, if any, of or associated with the Change;
      6. a timetable for implementation, together with any proposals for acceptance of the Change;
      7. the impact, if any, of the Change on other aspects of this agreement, including the Fees, the contractual documentation and staff resources;
      8. the date of expiry of validity of the CCN; and
      9. provision for signature of the CCN by the Customer and Grand Central.
    5. For each CCN submitted, the Customer shall, within the period of validity of the CCN as set out in clause 11d(viii):
      1. allocate a sequential number to the CCN;
      2. evaluate the CCN, and as appropriate either request further information or approve the CCN or notify Grand Central of the rejection of the CCN;
      3. if approved, arrange for two copies of the approved CCN to be signed for and on behalf of the Customer and Grand Central.
    6. The signing of the CCN (or the written confirmation of its approval) shall signify acceptance of a Change by both the Customer and Grand Central.
    7. Once the Customer and Grand Central have signed (or otherwise approved) the CCN, the Change shall be immediately effective and the Customer and Grand Central shall perform their respective obligations on the basis of the CCN.
       
  12. Non-poaching of Staff
    Except as provided later in this clause 12, otherwise than by written agreement with each other, the Customer will not, during the term of the Contract and for a period of 12 months after the termination, cancellation or expiry of the Contract, intentionally make or seek to make any offer of employment or other contract for services, whether directly or indirectly, to Grand Central’s employees or individual contractor suppliers involved in the performance of work under or pursuant to the Contract or with whom they have become acquainted as a result of the Contract. This provision shall not apply in respect of any individual who ceased working for Grand Central at least 12 months prior to any approach, nor to any individual who can be proved to have responded to a bona fide published recruitment advertisement where the recruited person is not recruited to work for or with a party's personnel or department involved in this agreement. Nothing in this clause 12 is intended to prevent the right of any individual to seek employment with whomsoever they wish, but this clause 12 is intended to provide for due compensation where such a situation occurs as a result of entering the Contract, recognising that loss of experienced personnel can have a serious effect on any employer.
     
  13. Cancellation
    If no end date for Contract has been specified in the Scope of Work or Specification, or if either the Customer or Grand Central wishes to terminate an assignment prematurely, the terminating party shall give 4 (four) weeks written notice to the other.
     
  14. Substitution of Staff
    Grand Central reserves the right to replace any assigned staff if it becomes necessary or expedient so to do. If any staff are to be replaced, Grand Central will give to the Customer as much advance notice as the circumstances permit.
     
  15. Holidays
    Holidays taken by staff during the assignment will be those normally applicable to the assigned staff. Authorisation for the taking of such holidays will not be unreasonably withheld by the Customer. Additionally, the Customer agrees to release Grand Central staff on reasonable notice for up to one day per month, on average, for training and company matters.
     
  16. Termination
    1. The Contract may be terminated by either party by notice in writing to the other having immediate effect if:
      1. the other commits any breach of any term of the Contract and (if such a breach is capable of remedy) is not remedied within 14 days of notification; or
      2. the other takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with creditors, or being wound up, or has a receiver or administrative receiver appointed over it or any part of its undertaking or assets, or passes a resolution for winding up (otherwise than for the purpose of a genuine scheme of solvent reconstruction or amalgamation), or a court of competent jurisdiction makes an order to that effect or if the other party becomes subject to an administration order or enters into voluntary arrangement with its creditors or ceases or threatens to cease to carry on business; or
      3. 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 the Contract has been placed in jeopardy.
    2. Termination or cancellation of the Contract shall be without prejudice to the parties' rights accrued prior to termination. Nothing shall prejudice the right of either party to recover any amount outstanding (whether already invoiced or not) at the termination or cancellation.
    3. Without affecting any other right or remedy available to it, Grand Central may terminate the Contract with immediate effect by giving written notice to the Customer if:
      1. the Customer fails to pay any amount due under the Contract on the due date for payment; or
      2. there is a change of control of the Customer.
    4. Without affecting any other right or remedy available to it, Grand Central may suspend the supply of Services under the Contract or any other contract between the Customer and Grand Central if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 16a(ii) or 16a(iii), or Grand Central reasonably believes that the Customer is about to become subject to any of them.
       
  17. Consequences of Cancellation or Termination
    1. On cancellation or termination of the Contract for any reason:
      1. the Customer shall immediately pay to Grand Central all of Grand Central’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Grand Central shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      2. the Customer shall return all of the GC Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Grand Central may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
    2. Termination, cancellation or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, cancellation or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination, cancellation or expiry.
    3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination, cancellation or expiry of the Contract shall remain in full force and effect.
       
  18. Exclusions
    Except as expressly provided in the Contract no warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance, merchantability or fitness for purpose of the Sale provided hereunder is given or assumed by Grand Central, and except as expressly provided in the Contract all such warranties, conditions, undertaking and terms are hereby excluded.
     
  19. Publicity
    Neither party shall make any public disclosures relating to the Contract or the subject matter of this Contract without the written consent of the other party, such consent not to be unreasonably withheld or delayed.
     
  20. Force Majeure
    Neither party shall have liability, except in regard to obligations to make payments hereunder, to the other for delay or loss occasioned by war, strike, lockout, industrial dispute, fire explosion, natural disaster, illness, death and other circumstances which are outside the party's reasonable control to prevent.
     
  21. Addresses
    Unless specified by not less than 7 days notice in writing by the party in question the addresses to which communications shall be sent shall be those shown in the Scope of Work or Specification.
     
  22. Notices
    1. Notices relating to the Contract shall be in writing, and be sent by first-class letter, email or delivered by hand to Grand Central or the Customer at their normal working address, or at such other address as each party may from time to time designate. Proof that an envelope containing a notice was correctly addressed, prepaid and posted, shall be proof that it was sent. Proof in the form of a delivery receipt generated by the recipient’s email server that an email was delivered to the correct email address, shall be proof that it was sent.
    2. Any notice shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 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 at the time recorded by the delivery service; or, if sent by email, at 9.00 am on the next Business Day after transmission.
    3. This clause 22 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.
       
  23. Waiver
    Should either party fail to enforce any provision of the Contract at any time, this shall not affect its right thereafter to require complete performance by the other party. Waiver of a breach of any provision shall not be taken to be a waiver of any subsequent breach or of the provision itself. Any waiver will be ineffective unless given in writing.
     
  24. Dispute
    1. If any dispute arises in connection with the Contract, the parties may agree to enter into mediation 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 days of notice of the dispute, the mediator will be nominated by CEDR.
    2. The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the dispute.
       
  25. Severability
    If any provision or part-provision of the 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 25 shall not affect the validity and enforceability of the rest of the Contract.
     
  26. Assignment
    Except as otherwise provided in the Contract, neither party to the Contract shall without the prior consent in writing of the other party (such consent not to be unreasonably withheld or delayed) assign the Contract or any rights or obligations thereunder save for the purposes of amalgamation or reconstruction.
     
  27. Variations in writing
    No amendment or variation of any of the terms and conditions of the Contract shall be binding upon the parties unless approved by all of them.
     
  28. Unenforceable terms
    The invalidity, illegality or unenforceability of any term or condition of the Contract shall not affect the validity, legality or enforceability of any of any other term or condition of the Contract.
     
  29. Whole Agreement
    1. The Contract 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. 
    2. In the case of any inconsistency between these Conditions and those set out in a Scope of Work or Specification, those set out in the Scope of Work or Specification shall prevail.
    3. The printed terms and conditions of any purchase order or other correspondence of the Customer in connection with the Contract shall not apply. The Customer acknowledges that it is not entering into the Contract in reliance upon any representation not set out in the Contract.  
    4. No amendment to the Contract shall be binding unless in writing, signed by the parties or their duly authorised representatives and expressed to be for the purpose of such amendment.
       
  30. Governing Law
    The 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 interpreted in accordance with English law and each party hereby submits to the non-exclusive jurisdiction of the Courts of England to settle any such dispute or claim.
     
  31. Third Party Rights
    No provision of the Contract is intended to or does confer upon any third party any benefit or right enforceable at the option of that third party against Grand Central for the Customer as the case may be, or any liability whatsoever on any third party.

 

SCHEDULE

Acceptance:

the acceptance or deemed acceptance of the Deliverables by the Customer, pursuant to clause 5.

Acceptance Tests:

the tests to be carried out by the Customer on the Deliverables as set out in clause 5.

Business Day:

a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

CCN:

has the meaning given in clause 11b.

Change:

has the meaning given in clause 11a.

Change Control Procedure:

the procedure set out in clause 11.

Conditions:

these terms and conditions as amended from time to time in accordance with clause 29d.

Confidential Information:

All information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is:

  • identified as confidential at the time of disclosure; or
  • ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

Contract:

the contract between Grand Central and the Customer for the supply of Services in accordance with these Conditions.

Customer:

the person or entity which purchases Services from Grand Central.

Customer Default:

has the meaning given in clause 4b.

Customer Materials:

any content supplied by the Customer to Grand Central from time to time for incorporation into the Deliverables.

Data Protection Legislation:

the Data Protection Act 1998, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK.

Deliverables:

all documents, products and materials as set out in the Order, which are developed by Grand Central as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts).

Fees:

the fees payable by the Customer to Grand Central for the supply of the Services, as set out in the Scope of Work or Specification, or such other pre-agreed documentation that outlines the Deliverables, together with any fees arising from the Change Control Procedure.

GC Materials:

has the meaning given in clause 4a.

Grand Central:

Grand Central Creative LLP, registered in England and Wales with number OC384874.

Initial Period:

the period of time for completion of the Services as set out in the Scope of Work or Specification (as applicable).

Intellectual Property Rights:

patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, 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.

Order:

the Customer’s order for Services as set out in the Customer’s purchase order form, or the Customer’s written acceptance of a quotation contained in a Scope of Work or Specification issued by Grand Central.

Scope of Work / Specification:

the description or specification of the Services provided in writing by Grand Central to the Customer.

Services:

the services, including the Deliverables, supplied by Grand Central to the Customer as set out in the Specification.

VAT:

value added tax or any equivalent tax chargeable in the UK (or elsewhere).