NB, Schedules 1, 2 & 3 are specific to each individual client.
“Charges” means the charges, fees and any other sums payable by THE CLIENT to the Supplier as set out in Schedule 3;
“Confidential Information” means any information which has been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information which relates to the business, affairs, finances, properties, assets, trading practices, Goods/Services, developments, trade secrets, Intellectual Property Rights, THE CLIENT Materials, know-how, personnel, and customers of THE CLIENT or the Supplier (as the case may be) and all personal data and sensitive personal data within the meaning of the Data Protection Act 1998;
“Control” means the ability to direct the affairs of another party whether by virtue of the ownership of shares, contract or otherwise (and “Controlled” shall be construed accordingly);
“Deliverables” means the Documents or Goods to be supplied by the Supplier to the Client as part of and in performance of the Services.
“Document” means (whether in hard copy or electronic format) any document, drawing, map, plan, diagram, design, picture or other image, tape, disk, or other device or record embodying information in any form including (without limitation) any web page, information portal, “blog”, online content or electronic file;
“Equality Legislation” means any and all legislation, applicable guidance and statutory codes of practice relating to diversity, equality, non-discrimination and human rights as may be in force from time to time in England and Wales or in any other territory in which, or in respect of which, the Supplier provides the Supplies;
“Goods” means the goods or products (if any) to be supplied by the Supplier under this Agreement as set out in the Special Terms (Schedule 1) and/or the Specification (Schedule 2);
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database, rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“THE CLIENT Materials” means all materials, equipment and tools, drawings, specifications and data supplied by THE CLIENT to the Supplier;
“THE CLIENT Requirements” means the instructions, requirements, policies, codes of conduct, guidelines, forms and other documents notified to the Supplier in writing (as such documents may be amended, updated or supplemented from time to time during the Term);
“Premises” means, where applicable, the premises or locations where the Supplies are to be provided, as set out in Schedule 2 (Specification);
“Services” means the services to be provided by the Supplier under this Agreement as set out in the Special Terms (Schedule 1) and/or the Specification (Schedule 2).
“Specification” means the description or specification for Supplies (including goods and/or services) agreed in writing by THE CLIENT and the Supplier as set out in Schedule 2;
“Supplier’s Equipment” means any equipment described as “Supplier’s Equipment” in Schedule 1 and any other equipment, including tools, systems (including laptops), cabling or facilities provided by the Supplier or its sub-contractors and used directly or indirectly in the provision of the Supplies which are not the subject of a separate agreement between the parties under which title passes to THE CLIENT;
“Supplier’s Team” means all employees, consultants, agents and sub-contractors which the Supplier engages in any way in relation to the provision of the Supplies;
“Supplies” means Goods and/or Services to be provided by the Supplier as set out in the Special Terms (Schedule 1) and/or the Specification (Schedule 2);
“Working Hours” and “Working Days” shall mean 9 a.m. to 5 p.m. local time Monday to Friday other than on an English Bank Holiday.
A notice is deemed to have been received: if delivered personally, at the time of delivery; in the case of pre-paid, first class post or recorded delivery, on the second business day following date of posting. If deemed receipt under this clause 24.4 is not within Working Hours, the notice will be deemed to be received at the commencement of normal Working Hours on the first Working Day following delivery. To prove service of notice, it is sufficient to prove that the envelope containing the notice was properly addressed and posted or handed to the courier.