Terms and Conditions of Agreement

Important: You should read all of these Terms and Conditions supplied under this Agreement to check that you agree to them before making any booking or purchasing any software, hardware or services from CPiO Limited. 

 

1.General

The definitions and rules of interpretation in this condition apply in these terms and conditions

1.1 Definitions

1. 1. ‘Acceptance Tests’ are the tests of the Software to be carried out after its installation and configuration, agreed in writing with the Customer in the Proposal. If no such tests are referred to in the Proposal, the Acceptance Tests shall be the tests (if any) that CPiO deems appropriate having regard to the nature of the Software.
   2. The ‘Agreement’ or ‘Contract’ is the agreement between CPiO Limited and the Customer, and includes these Terms, and the Proposal (and any other documents annexed as appendices to the Proposal).  
   3. ‘Business Hours’ is the period from 9.00 am to 5.30pm on any day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
   4. ‘Change Request’ is any requests made by the Customer to amend any part of the System, following the completion of the Project.
   5. ‘CPiO ’- CPiO Limited (Company Registration Number 02488682) otherwise identified as ‘us’, ‘we’, ‘our’, ‘CPiO’. ‘CPiO Software’ is the Software created and supplied by CPiO to the Customer on the CPiO Software Licence terms. 
   6. ‘CPiO Software Licence’ is the licence for CPiO Software (which shall also apply to any modifications or enhancements to the CPiO Software) granted under Clause 11.
   7. ‘Customer’ or ‘you’, or ‘your’ is the individual, partnership, company or other organisation named in the Proposal. ‘Customer Materials’ are all Content, Data, hardware, information, items and materials in any form (whether owned by you or a Third Party), which are provided by you to us in connection with the Services.
   8. ’Data’ is any information of whatever nature that is provided by you to us, is accessed by us on your authority or is received by us on your behalf, for the supply of Services and shall include personal data.
   9. ‘Data Protection Legislation’  is all applicable data protection and privacy legislation in force from time to time in the UK including  The Data Protection Act 2018 (DPA 2018) and regulations made thereunder, the UK GDPR (as defined in the DPA 2018), and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
   10. 'Deliverables’ are all documents and materials that are (i) specified in the Proposal and (ii) created or developed by us specifically for you in the provision of the Services, which may include computer code, data, reports, documentation including transcripts and specifications, but excluding any CPiO Software and Third Party Software (and documentation relating to any CPiO Software and Third Party Software).
   11. ‘Documentation’ means the documents and information made available to you by us, including any documents that describes the Services, Fees, payment and user instructions, excluding the Deliverables.
   12. ‘Fees’ are those fees payable by you to us as set out in the Proposal and payable in accordance with these Terms and Conditions.
   13. ‘Intellectual Property Rights’ or ‘IPR’ or ‘IP’ includes all patents, rights to inventions, copyrights and related rights, design rights, trademarks, trade names, rights in domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, service marks, rights in computer software, topography rights, moral rights, rights in confidential information (including trade secrets and know-how), database rights and other rights of a similar nature (whether registered or unregistered) anywhere in the world. 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.
   14. ‘Proposal’ refers to the proposal, quotation, system supply Agreement or statement of work supplied to you by us or annexed to these Terms detailing information relevant to this Agreement.
   15. ‘Project’ is the project and associated Services referred to in the Proposal.
   16. ‘Services’ refers to the services to be performed for you as set out in the Proposal or such additional services that we agree (in writing) to perform for you under this Agreement from time to time.
   17. ‘Software’ is the business software, including CPiO Software and Third Party Software, to be supplied or made available to you by us and/or any Third Party in connection with the Services, pursuant to the Agreement as set out in the Proposal.
   18. ‘Subscription Software Services’ is the provision of Software on a subscription basis (whether as Software-as-a-service (SaaS) or on-premises licensed Software).
   19. ‘Support’ is CPiO Hotline Support unless otherwise stated by us pursuant to the Agreement.
   20. ‘System’  is all Software, the Services, Deliverables and Documentation provided under the Agreement. 
   21. ‘Terms’ relates to these Terms and Conditions under which the Agreement is made.
   22. ‘Third Party’ is any organisation other than CPiO or the Customer.
   23. ‘Third Party Software’ is any Software supplied or made available to you by a Third Party pursuant to this Agreement as set out in the Proposal (or as otherwise agreed (in writing) to be supplied pursuant to the Agreement). 
   24. ‘Third Party Software Licence’ is a software licence agreement for Third Party Software entered into by the Customer and a Third Party. 

‘Third Party Hardware’ is any hardware made available to you by a Third Party in connection with this Agreement, as referred to in the Proposal to otherwise agreed by us in writing. 

1.2 Interpretations

1. 1. Unless the context otherwise requires, references to statutory provisions include those statutory provisions as amended or re-enacted. 
   2. Words in the singular include the plural and, in the plural, include the singular. 
   3. In the case of conflict or ambiguity between these Terms, the Software Licence Agreement takes precedence followed by, the Proposal or any documentation annexed to the Proposal. 
   4. References to ‘including’ shall mean (unless the context expressly states) ‘without limit’. 
   5. References to ‘in writing’ includes via email. 

 

2. Software and Services

2.1   Subject to you paying the Fees and complying with your obligations under the Agreement, we will: 

1. 1. provide the Services with reasonable skill and care; 
   2. use reasonable endeavours to provide the CPiO Software, Documentation and the Deliverables in all material respects in accordance with the Proposal; and 
   3. use reasonable endeavours to meet the performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence of the Agreement. 

2.2   You acknowledge that the provision of the Services is subject to any limitations or customer requirements contained in the Proposal (for example any system or other equipment specifications), Third Party Software Licence or as outlined in any scope of Deliverables. 

2.3   You will fully co-operate with us and make available to us, without charge, any reasonable information or facilities requested by us to enable us to fulfil our obligations under this Agreement. 

2.4    You confirm that you will comply with all relevant laws, regulations, and codes of practice and that you have and will maintain all necessary permissions and licences to enable us to properly perform the Services for you. 

2.5   CPiO may from time to time make changes to the Software, Services and Documentation. CPiO shall be entitled to amend these Terms and the Agreement:  

1. 1. if necessary to comply with any applicable law or regulatory requirement;  
   2. if the amendment will not have a materially detrimental effect on the nature or quality of the Services; 
   3. in connection with any action by a Third Party or as a result of changes made to or withdrawal of any Third Party Software Licence; or  
   4. subject to clause 2.6, for any other reason where CPiO determines that such a change is reasonably required.  
      

CPiO shall confirm any such amendments in writing to the Customer and/or confirm such changes by making a revised copy of these Terms available here. Subject to clause 2.6, such amendments will be effective immediately upon confirmation in writing or making available of the Terms by CPiO. 

2.6   Where CPiO proposes to make changes to the Terms and the Agreement in accordance with clause 2.5(d), and the changes will have a material adverse effect on the nature or quality of the Services, then you can object in writing within 7 days after CPiO implements the changes in accordance with the clause above. Unless CPiO receives such notification from you within 7 days, you will be deemed to have accepted the changes. If we cannot accommodate your objection, then at our sole discretion we may (a) agree that the prior terms shall remain in force until the expiration of your then current contract term as referred to in the Proposal; or (b) terminate the Agreement immediately on notice, in which case the provisions of clause 7.7. will apply. 

2.7   Any Software that is provided or made available to you by us and/or a Third Party in connection with the Services is provided subject to such licensing conditions and restrictions as are set out in this Agreement, in the Proposal, and otherwise as are issued by the Third Party supplier or licensor as appropriate. 

2.8   You acknowledge that Third Party Software this shall be provided to you under the Third Party Software Licence terms, copies of which shall be provided to you by the relevant Third Party. You hereby irrevocably agree to comply the relevant Third Party Software Licence terms. CPiO is not a party to the Third Party Software Licence and shall have no liability to you under that agreement or for any error, fault or delay relating to the Third Party Software (or any act of a Third Party Software provider).  You acknowledge and agree that the Third Party Software and / or terms of any applicable Third Party Software Licence may be amended by the relevant Third Party at any time. 

3. FEES

3.1    Services may be defined, as laid out in the Proposal, as being charged in days or hours. 

3.2    A day is defined as seven hours; this does not include breaks. A half day is defined as three and a half hours; this does not include breaks and will be performed within a normal working day between 9am and 5.30pm Monday to Friday, excluding public holidays (Business Day). 

3.3   The provision of Services outside of a Business Day is classed as out of hours and attracts an exceptional Fee, as laid out in the Proposal. 

3.4   All Services carry an additional 10% of the time added for project management. In Services totalling five days or more, 20% of the time will be added for project management. 

3.5   Hourly or fixed priced services incur project management charges upfront. 

3.6   Services charged on an hourly or day rate will be invoiced  at the intervals specified in the Proposal, or if not specified, at any time determined by CPiO. This includes any additional Services not included in the original Proposal. 

3.7   Payment for Services is due thirty days after the date of invoice regardless of the current status of the Project unless otherwise stated by us in writing in advance. 

3.8   Any invoice disputes must be raised in good faith and in writing to accounts@cpio.co.uk within seven days of receiving the invoice. Otherwise, the invoice is deemed as accepted. 

3.9   If you have raised an invoice dispute with our team and they have responded in writing, you have two working days to respond before the dispute is deemed closed and the invoice becomes payable. 

3.10  Unless otherwise explicitly stated in the Proposal, Fees for your first year of Software support are due immediately upon entering into the Agreement. No Third Party Software or CPiO Software will be ordered from the relevant Third Party or installed by CPiO until payment of all such Fees (and any other fee required to be paid in advance) has cleared. 

3.11   Fees for Subscription Software Services, including Software licencing, SaaS, and Support, are payable one month in advance or annually in advance as laid out in the Proposal. 

3.12   CPiO shall be entitled to increase the Fees by giving not less than 14 days’ prior written notice to the Customer at any time to reflect any increase in the cost to CPiO which is due to market conditions or any factor beyond the control of CPiO (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, change in legislation or significant increase in the costs of labour, materials or CPiO’s Third Party supplier costs), or any delay caused by any instructions of the Customer or failure of the Customer to give CPiO adequate information or instructions

3.13   Time for payment of all Fees shall be of the essence of the Agreement. 

3.14   All amounts due under this Agreement shall be paid by the Customer to CPiO in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). CPiO may, without prejudice to any other rights it may have, set off any liability of the Customer to CPiO against any liability of CPiO to the Customer. 

3.15   All amounts due under this Agreement shall be paid in pounds sterling. 

3.16   All amounts payable by the Customer under the Agreement 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 the Agreement by CPiO to the Customer, the Customer shall, on receipt of a valid VAT invoice from CPiO, pay to CPiO 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. 

3.17   Without prejudice to any other right or remedy that CPiO may have, if the Customer fails to pay CPiO on the due date CPiO may: 

1. 1. charge interest on such sum from the due date for payment, until it is paid, at the annual rate of 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%; and 
   2. suspend all Services until payment has been made in full. 

3.18   For monthly Subscription Software Services and Support a deposit equivalent to one month’s Fee is required. This must be received prior to any Services starting or orders being placed with a Third Party. On termination of this Agreement, this deposit will be applied against any outstanding Fees. 

3.19   Payment method is by bank transfer. 

3.20   Projects charged at a fixed fee require 60% of the total quoted Fee paid prior to starting the Services if a set price is agreed. The remaining 40% is due on completion of the Project. 

3.21   CPiO shall carry out the Acceptance Tests in respect of the Software. Where specified in the Proposal or agreed in writing with CPiO, the Customer may participate or observe in the carrying out of the Acceptance Tests. Completion will be deemed to have been achieved, and the Customer is deemed to have accepted the Software: 

1. 1. in respect of the initial installation and configuration phase of a Project, when the Customer has provided written sign off of the Project to CPiO following Completion of the Acceptance Tests. If the Customer has not provided such sign off within 14 days of completion of the Acceptance Tests, completion and acceptance shall be deemed to occur automtically at the expiry of such period; or 
   2. in respect of a Change Request, upon completion of the Acceptance Tests,

3.22   Where any Acceptance Tests require Customer participation or involvement, and CPiO has submitted the Software for such testing but the Customer has not completed the Acceptance Tests within 30 of the receipt of the Software from CPiO, completion and acceptance shall be deemed to occur automatically at the expiry of such period.  

3.23   Where the Fees of a Project are unable to be determined fully upfront, CPiO may offer the option of scoping in detail prior to issuing a Proposal. The Fees of both conducting and writing up this scope will be payable and will be discussed in advance. Should you choose not to proceed with the Project, these Fees are still payable. 

4. Expenses

4.1   Travel and accommodation Fees are charged at cost and attract an administration cost of 10%. This may include (but is not limited to) train fares, airfares, hotel accommodation and subsistence costs. 

4.2   Mileage is charged at the maximum rate as defined by HMRC at the time of delivery. 

4.3   Third Party Fees are charged at cost and subject to the prevailing terms and / or Third Party Software Licence of that Third Party. 

5. Service cancellations and deferments 

5.1   A day is considered booked if we have confirmed a specific date via email, verbally, or as part of an agreed Project plan or Proposal and: 

1. 1. either you have confirmed in writing or verbally that you would like to confirm the date or; 
   2. within 48 hours we have not been asked to provide alternatives. 
      

5.2   For all scheduled days, unless otherwise advised by us to you in writing, if you wish to cancel delivery of the Services (or any part of them), you must inform us via email at projects@cpio.co.uk. 

5.3   The following Fees will apply if we receive a cancellation or deferment request: 

1. 1. Within ten working days of the scheduled date will incur all booked travel and accommodation Fees. 
   2. Within five working days will incur a 50% charge of the agreed Fees for the Service and all Fees of travel and accommodation. 
   3. Within 48 hours will incur 100% charge of the agreed Service rates and all travel and accommodation Fees. 

5.4   If we are prevented or otherwise delayed in performing the Services as a result of your (or your contractors’ or representatives’) acts or omission (including errors or issues with the Data or your information technology systems), we are not liable for any breach of this Agreement that is caused by such act or omission, and you agree to pay to us any Fees and other reasonable costs, expenses or losses that we incur as a result of such act or omission. 

6. Warranties and Limitation of Liability 

6.1   All warranties not expressly included in this Agreement are excluded to the fullest extent permitted by law, including, without limitation, any implied conditions, warranties or other terms as to satisfactory quality or fitness for purpose. CPiO does not warrant that the Services will be error free or uninterrupted, or are compatible with any hardware or software not specified in the Proposal. CPiO shall not be liable for the transfer of data over communications facilities, including the internet, and any limitations, delays, and other problems inherent in the use of such communications facilities. 

6.2   CPiO is not in any way liable or responsible for:  

1. 1. any delays, breaches of this Agreement or performance or non-performance of the Services, where the Content or the Customer Materials are incomplete or inaccurate; or  
   2. selecting, configuring, advising in connection with the selection of, procuring, delivering or paying for, or for the performance or non-performance of the Content or the Customer Deliverables. 

6.3   Save as may be expressly provided in this Agreement, CPiO is not in any way liable or responsible for selecting, configuring, advising in connection with the selection of, procuring, delivering or paying for, or for the performance or non-performance of, any Third Party Hardware, Third Party Software and/or any other services provided by a Third Party that has been engaged by the Customer (or any part thereof). In particular, CPiO is not in any way liable or responsible for any defect or error in any Third Party Software provided by a Third Party, provided that we shall in such event use reasonable endeavours to procure the correction of the defect or error by the Third Party in accordance with the terms agreed with the relevant Third Party. 

6.4   CPiO is not in any way liable or responsible for any loss or damage to any of the Content, Customer Materials or any other Data, information or documents as a result of general internet connectivity issues or during transportation, whether by courier at the request and arrangement of CPiO or otherwise. 

6.5   CPiO’s total liability, whether arising in contract, tort (including negligence) or otherwise in connection with the Services or this Agreement, shall in no circumstances exceed the Fees paid by you during the 12 month period preceding the date on which the event giving rise to the liability first occurred. 

6.6   These exclusions apply to the fullest extent permissible by law, but we do not exclude liability for death or personal injury caused by our negligence or our officers, employees, contractors or agents’ fraudulent misrepresentation or any other liability which may not be excluded by law. 

6.7   The Customer may bring an action against CPiO under or in connection with this Agreement no more than 12 months after the Customer became aware of the cause of action or event giving rise to the claim. 

6.8   You are solely responsible for ensuring you have adequate insurance relating to the subject matter of this Agreement, including cover to protect against  any liability which we exclude or limit under this Agreement.

6.9   We will have no liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, which fall within the following categories: 

1. 1. Special damage even though we were aware of the circumstances in which such special damage could arise. 
   2. Loss of profit and/or anticipated profit; loss of revenue, contract and/or business; loss of savings and/or anticipated savings; business interruption; depletion of goodwill and/or similar losses; loss or corruption of data; or pure economic loss, costs, damages, charges or expenses. 

7. Commencement and Termination 

7.1   The Agreement shall commence, renew and terminate on the terms set out in the Proposal or such other dates as agreed in writing. 

7.2   Without affecting any other right or remedy available to it, and without affecting any termination provisions in a Third Party Software Licence: 

1. 1. the Customer may terminate this Agreement by giving no less than 90 days of notice in writing prior to the Contract or Agreement renewal date (as specified in the Proposal); and 
   2. CPiO may terminate this Agreement at any time, by giving no less than 90 days of notice in writing to the Customer. 

7.3   We may terminate the Agreement at any time on written notice to you if you: 

1. 1. Fail to pay any Fees by the due date; 
   2. Are in material breach of any of the Terms of this Agreement and either that breach is incapable of remedy, or you fail to remedy that breach within 14days of receiving written notice requiring you to remedy that breach; 
   3. Are unable to pay your debts, become insolvent, are subject to an order or a resolution for your liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), have an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of your assets, enter into or proposes any composition or arrangement with your creditors generally, or are subject to any analogous event or proceeding in any applicable jurisdiction; 
   4. Sell all (or substantially all) of your assets or are merged or re-organised in circumstances where you are not the surviving entity, or you undergo a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010). 

7.4   Termination by us in accordance with our rights is without prejudice to any other of our rights or remedies accrued prior to termination. 

7.5   On termination, all rights granted to you under the Agreement and any CPiO Software Licence granted under this Agreement shall immediately cease. 

7.6   You will immediately destroy or return to us (at our option) all copies of the Software and any Deliverables in your possession or control and, in the case of destruction, certify to us that you have done so. 

7.7   On termination, for any reason, you will immediately pay (i) any Fees due to us under the Agreement, (ii) any Fees due to a Third Party under a Third Party Software Licence terms, and (iii) any Third Party fees that we have committed to in connection with the Contract and that are we are unable to have reimbursed immediately following termination. 

7.8   CPiO may terminate, restrict or suspend (at CPiO’s discretion) this Agreement immediately if (i) a Third Party or the Customer terminates any Third Party Software Licence  or other relevant agreement, or restricts its ability to provide the Service, or (ii) if it is required to do so by law. 

8. Post Termination 

8.1   On termination of this Agreement, however caused, the Customer will cease to use any Deliverables subject to this Contract unless agreed otherwise in writing. 

8.2   On termination of this Agreement, however caused, the Customer will cease to use any Third Party Software related to this Contract if outstanding amounts have not been paid in full. 

8.3   Upon termination or expiration of the Agreement (for whatever reason) 

1. 1. CPiO may provide to the Customer, or to any Third Party appointed by the Customer to provide replacement Services, such reasonable assistance as CPiO may determine in connection with the establishment and provision of replacement Services. 
   2. CPiO will be entitled to charge additional Fees for the provision of such assistance. 

8.4   Notwithstanding the previous clause, we will be entitled to refuse to provide any assistance if we believe that the Customer is in breach of this Agreement. 

8.5   We may (but shall not be obliged) to retain a copy of the Content and Deliverables (in whole or part). We shall be entitled to delete such Content and Deliverables without notification to the Customer. 

8.6   Termination of this Agreement, however caused, shall not affect the rights of either Party under this Agreement which may have accrued up to the date of termination.  

9. Data

Data Processing

9.1   In performing this Agreement, the Parties each agree to comply with their respective obligations under the prevailing Data Protection Legislation and any subordinate legislation, amendment or re-enactment. 

9.2   During the course of providing the Services, we may process personal data regarding individuals whose details have been made available to us by you (whether directly or indirectly). 

9.3   We agree that, to the extent we process any personal Data on your behalf, we will act as your data processor and will act only on your instructions (and by performing our obligations under this Agreement, we will be deemed to be acting on your instructions). 

9.4   You agree that, where you transfer Data to us, or request a Service which requires us to process Data on your behalf it is your responsibility to ensure that the Data is in order once it is returned or following the provision of the Services; and 

1. 1. It is your responsibility to make a backup or copy of any Data you transfer to us under this agreement; 
   2. And any reliance on the returned Data shall be at your own discretion and risk. 

Data Protection

9.5   Under the Agreement ’personal data’, ’data subject’, ‘data controller’, ‘data processor’, and ‘personal data breach’ shall have the meaning defined in the Data Protection Legislation. 

9.6   The parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. The Agreement shall not relieve either Party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations. 

9.7   Subject to the terms of the Proposal, for the purposes of Data Protection Legislation and for the Agreement you are the data controller and we are the data processor. 

9.8   The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing shall be set out in the Proposal and limited to that required to discharge the Agreement. 

9.9   The Customer shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to CPiO and each Third Party Software provider for the purposes described in these Terms and the Agreement. 

9.10   CPiO shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under these Terms and the Agreement: 

1. 1. Process the personal data only on the instructions of the Customer unless CPiO is otherwise required to process such personal data by law. CPiO shall promptly notify the Customer of such processing unless prohibited from doing so by law. 
   2. Ensure that it has in place suitable technical and organisational measures to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken shall be agreed between the Customer and CPiO. 
   3. Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personaldata confidential. 

9.11   CPiO shall not transfer any personal data outside of the UK without the prior written consent of the Customer and only if the following conditions are satisfied: 

1. 1. The Customer and/or CPiO has/have provided suitable safeguards for the transfer of personal data; 
   2. CPiO complies with its obligations under the Data Protection Legislation. 

9.12   CPiO agrees to:

1. 1. assist the Customer at the Customer’s cost, in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office); 
   2. Notify the Customer without undue delay of a personal data breach. 
   3. On the Customer’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Customer on termination of the Agreement unless it is required to retain any of the personal data by law; and 
   4. Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with the terms and conditions. 
      

9.13   The Customer hereby consents to CPiO sub-contracting any of its obligations to a sub-processor with respect to the processing of personal data under these Terms and this Agreement. 

9.14   In the event that CPiO appoints a sub-processor, CPiO shall enter into a written agreement with the sub-processor, which shall impose upon the sub-processor substantially equivalent obligations as are imposed upon CPiO by these Terms and the Agreement. 

10. Proprietary rights of the customer

10.1   Subject to clause 10.2, you will not acquire any IPR or other proprietary rights in the System or in any copies or adaptations of the same. 

10.2   In consideration of your payment of the Fees, you shall have a non-exclusive, non-transferable, non-sublicensable licence to use the Deliverables in the UK solely for your internal business purposes for the duration of the Agreement. 

10.3   You agree not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the System or which is visible during its operation. 

10.4   You will notify us immediately if you become aware of any unauthorised access to, use or copying of any part of the System by any person or organisation. 

10.5   You will permit us to check your use of the System at all reasonable times. We may upon reasonable notice send our representatives to any of your premises to verify compliance with this Agreement and you irrevocably consent to CPiO representatives entering such premises for this purpose. 

10.6   We or our licensors shall own all IPR created, made and developed under or in connection with this Agreement by us (including any improvements or enhancements to the CPiO Software) including, all rights, title and interest in any ideas, concepts, know-how, techniques, code, materials, documentation and other work product (on whatever media). 

11. CPiO Software

11.1   We grant to you, subject to the terms of this agreement, a non-exclusive, non-transferable, non-sublicensable right to access and use the CPiO Software and the Documentation on the terms of this CPiO Software Licence for the duration of the Agreement.  

11.2   You may use the CPiO Software and the Documentation for your internal business purposes only. 

11.3   Except as expressly set out in this Agreement or as permitted by law, you undertake to: 

1. 1. at all times take reasonable precautions to protect any equipment and/or hardware on which the CPiO Software is used from unauthorised use;  
   2. not copy, alter, modify, adapt, translate, create derivative works of, distribute, rent, lease, sublicense, assign, transmit, sell all or part of the CPiO Software or any Documentation, or do so in respect of any media on which the CPiO Software is hosted, nor attempt to do so nor allow any Third Party to do so;  
   3. not de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the CPiO Software, nor attempt to do so nor allow any Third Party to do so;  
   4. not make alterations to, or modifications of, the whole or any part of the CPiO Software, nor permit the CPiO Software or any part of it to be combined with, or become incorporated in, any other programs; 
   5. not avoid, defeat, bypass, remove or deactivate any security measures included in the CPiO Software, including those that restrict its functions, nor attempt to do so nor allow any Third Party to do so;  
   6. not access all or any part of the CPiO Software in order to build a product or service which competes with the CPiO Software; 
   7. not create any security interest over or in connection with CPiO Software;  
   8. not remove, alter, cover or obscure any trade-marks, trade names, service marks, logos or brands, copyright notices, patent numbers or any other statements or symbols of ownership from the CPiO Software, any media supplied to you on which any CPiO Software is downloaded, any related documents (including permitted copies of the same) or from the packaging in which they are supplied (if any); and 
   9. ensure that your employees, agents, contractors, authorised users, and other representatives comply with the terms of this CPiO Software Licence.  

12. Customer obligations and acknowlegements

12.1   You will pay the Fees and any additional Fees incurred by CPiO relating to pursuance of this Agreement. 

12.2   You will inform of us of any changes to registered company names, designated contacts within the organisation and or changes to your company group or entity structure within 30 days of the change being made

12.3   You will deliver the Customer Materials to us by the applicable due date specified by us in such format and on such media as we may reasonably stipulate. 

12.4   You will report all faults in respect of the System, Software or Service as soon as reasonably possible upon becoming aware of them to the correct CPiO contact. 

12.5   You will appoint a person to be the Customer contact for all matters relating to this Agreement or Services and ensure that such person has both the necessary expertise to deal with enquiries raised by CPiO and the necessary authority to make decisions relating to this Agreement. 

12.6   You will provide, at your cost, all telecommunication services, computers and other equipment or Services necessary to enable it to fully and properly access the System and fulfil this Agreement. 

12.7   You will comply with these Terms in a timely manner and ensure that all users of the System have been informed of and adhere to the requirements of this Agreement. 

12.8   You will be responsible for the security of any passwords and/or login credentials. Any actions taken using such password and/or login credentials shall be assumed to be fully authorised by the Customer. 

12.9   You will accept that we do not guarantee that the Services or Software will be compatible with all makes, models and features of printers, scanners and other peripherals. 

12.10   You will notify us in writing of any defect or alleged defect in the CPiO Software within five days of the date you become aware of it. 

12.11   Whilst we expect you to take all reasonable endeavours to keep the Customer Materials secure, you accept that risk in all Customer Materials shall remain with you at all times, including during any necessary transportation of the Customer Materials. You are responsible for ensuring that all Customer Materials are insured, and that appropriate copies and backups have been taken and retained before sending to CPiO. 

12.12 CPiO’s ability to perform our obligations under this Agreement is dependent upon your full and timely co-operation with us, as well as the accuracy and completeness of the Customer Materials or any information and data you or your agents, subcontractors or representatives provide to us. 

12.13   Where there is a conflict between any Terms set by you, the Customer, and CPiO’s Terms, the Customer's purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing, these Terms shall prevail. 

12.14   You will, without limitation, provide us with access to, and use of, the Content and the Customer Materials and all information, Data, documentation, computer time, facilities and personnel deemed necessary by us in a timely manner, to enable us to perform our obligations under the Agreement

12.15   Upon being requested by us to do so at any time, you will provide any test data or other information and/or assistance reasonably requested by us from time to time. 

12.16   You acknowledge and accept that should it transpire that you don’t have appropriate licences for the use of Software you have sourced then we shall be entitled to levy additional fees (including without limit and additional licence fees) for the sourcing, installation and configuration of any additional Software required. 

12.17   In the event that any fault should arise with the Customer Materials, CPiO shall notify you in writing. Subject to your consent, we will, if agreed, carry out repair and/or replacement work on the Customer Materials and we may levy additional Fees for such work. For the avoidance of doubt, CPiO shall not be liable for any delay and/or losses arising from any fault with the Customer Materials nor will it be taken into account in calculating availability of Services. 

13. Confidentiality

13.1   Subject to the following, each Party will keep all confidential or sensitive information confidential and not use it except for the purpose of exercising or performing its rights and obligations under this Agreement. 

13.2   Each Party may disclose confidential information to its employees, officers, professional representatives or advisers, sub-contractors and agents, provided that they: 

1. 1. Need to know it for the purpose of exercising or performing that Party’s rights and obligations under this Agreement or; 
   2. Have been informed of the confidential nature of the information divulged and agree to act in compliance with the confidentiality requirements of this Agreement. 

13.3   These provisions shall not apply to information which is already public knowledge or becomes so at a future date (other than by breach of the Agreement) or which either Party is required to disclose by law. 

13.4   You will (otherwise than as permitted by law): 

1. 1. not make or permit others to make any copies of the Documentation without our prior written consent; and
   2. Will maintain adequate security measures to safeguard the Documentation from unauthorised access use or copying. 

14. General

14.1   A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 

14.2   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. 

14.3   If any provision or part-provision of this Agreement is or becomes unlawful, illegal or otherwise unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.  If any provision or part-provision of this agreement is deemed deleted, the parties shall negotiate in good faith to amend such provision so that, to the greatest extent possible, the amended provision achieves the intended commercial result of the original provision. 

14.4   You have no right to assign or to otherwise transfer the Agreement or any of your rights or obligations under this Agreement without our prior written consent. We may assign or otherwise transfer this Agreement or any of our rights or obligations under this Agreement at any time. 

14.5   Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 

14.6   This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. 

14.7   Subject to clauses 2.5 and 3.13, any amendment or variation to the Agreement or the Services shall not be binding unless agreed between the Parties in writing. 

14.8   Any notice required to be given under this Agreement, shall be in writing and shall be sent by prepaid first-class post or email, to each Party required to receive the notice at the address for that Party contained in the Proposal or as otherwise specified by the relevant Party by notice in writing to the other Party. Any notice shall be deemed to have been duly received if sent by either: 

1. 1. If sent by pre-paid first-class post or recorded delivery, 72 hours after posting; or 
   2. If sent by email on actual receipt by the recipient Party or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. 

This condition 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. 

14.9   This  Agreement contains the entire agreement between the Parties relating to the provision of the Services and supersede all prior agreements, arrangements and understandings between the parties relating to the Services and you agree that, in entering into the Agreement, you did not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) of any kind other than those expressly set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. 

14.10   The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and interpreted in accordance with the law of England and Wales. 

14.11   Jurisdiction. Both Parties irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any  legal disputes or claims arising out of or in connection with  this Agreement or its subject matter or formation (including non-contractual disputes or claims). 

15. Force majeure

15.1   Neither Party shall be liable for breaching the Terms or otherwise liable for any delay or failure in the performance of its obligations (other than an obligation to pay fees) where that breach or failure results from Force Majeure. Such delay or failure will not constitute a breach of this Agreement. 

15.2   Force Majeure refers to any event that is beyond the reasonable control of the Parties and includes, but is not limited to: power failure, internet service provider failure, industrial action, civil unrest, theft, fire, flood, storms, earthquakes, acts of terrorism, acts of war, pandemic, governmental action, non-performance by suppliers or subcontractors or Third Party, denial of services attacks, hacking, malware, viruses, or any other event that is beyond the control of the Party in question.