The Customer is a construction company that requires a system whereby personal information relating to workers and visitors to its construction sites may be added to an editable database necessary for record keeping purposes. UK Connect has created a software platform (which UK Connect calls the “One.site Platform”) which it will make available to the Customer on a non-exclusive multiple licence basis on the terms of this Agreement.
These Terms are incorporated in the Agreement made between UK Connect and the Customer. They apply to the use of the One.site Platform by the Customer and the Customer’s access to the Software.
1.1 The definitions in this clause apply to these Terms.
Agreement: the contract made between UK Connect and the Customer that incorporates these Terms.
Authorised Users: those employees of the Customer together with all agents and third party companies who work on at any Site and who are authorised by the Customer to use the One.site Platform, and, in the case of such third party companies, whether in the same Group of companies as the Customer or independent businesses, receive Sub-licences from the Customer under the Licences to use the One.site Platform as further described in clause 2.
Business Day: any day of the week excepting bank holidays in England and Saturdays and Sundays.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information and treated in clause 9.
Contractors: construction workers or other personnel who work or otherwise provide services at any of Sites whether as employees of any Authorised Users, or of the Customer, or of any of third party, or who are self-employed.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: are as defined in the Data Protection Legislation.
Data: any and all personal data put on the One.site Platform by Contractors or Visitors at the invitation of the Customer or Authorised Users (or put on by the Customer or Authorised Users on behalf of any Contractor or Visitor).
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner’s Office and applicable to a party.
Group: in relation to a company, that company, any subsidiary or holding company for the time being of that company, and any subsidiary for the time being of a holding company of that company.
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or an Authorised User (but not UK Connect) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information Systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks (including in the case of UK Connect, the Trade Mark), business and trading names, domain names, rights in get-up and trade dress, 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 any confidential information (including know- how and trade secrets and the specific Confidential Information) and all other intellectual property rights, in each case whether registered or unregistered and including all rights to apply for and be granted, renewals and extensions of, and rights to claim priority from, such rights and all similar and equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Licences: the per Site individual licences granted by UK Connect to the Customer in the number agreed to entitle the Customer to obtain access to the Platform and to grant Sub-licences to Authorised Users, Contractors and Visitors.
Normal Business Hours: 0900 to 1700 local UK time, each Business Day.
One.site Platform: the online platform, providing certain services relating to the Data, enabled by the Software as described in the Platform Description and which is accessible by the Customer, the Authorised Users, the Contractors and the Visitors.
Platform Description: the description of the One.site Platform made available by UK Connect on the Website to the Customer which sets out a description of the operations, features and functionalities of the One.site Platform and the instructions for its use.
Site: any construction or building development site or location which is owned, occupied, and/or managed by the Customer.
Software: the online software desktop or mobile application provided by UK Connect that enables delivery of, and access to, the One.site Platform.
Start Date: the date on which this Agreement commences as agreed between UK Connect and the Customer.
Sub-licence: the sub-licences granted under any of the Licences by the Customer to any Authorised User pursuant to clause 2.1.
Subscription Term: the terms and duration of all the Licences purchased by the Customer.
Terms: the contract terms of the Agreement set out by the clauses herein.
Trade Mark: the trade mark series consisting of the marks ONE Site, one site and ONE site registered in the United Kingdom (UK03376656) in the name of Paul Farr in Classes 9 and 38 and licenced to UK Connect for the purposes of this Agreement.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re- arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Visitor: visitors (other than Contractors or personnel of the Customer or of any Authorised Users) visiting Sites for any purpose who are required to provide personal data on “sign in” at any Sites.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, or integrity of the Data, and the word Vulnerabilities shall be construed accordingly.
Website: the internet sites owned and managed by UK Connect including www.one.site and app.one.site or any such other website that UK Connect notifies or publicises.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
2. Provision of the One.site Platform
2.1 UK Connect shall, during the Licence Term, provide the One.site Platform and make available the Platform Description to the Customer on and subject to this Agreement.
2.2 The provision of the One.site Platform to the Customer is not exclusive. Nothing in this Agreement prevents UK Connect from providing the One.site Platform to any other customer.
2.3 The One.site Platform interoperates with a range of service features, applications and connections provided by third parties (together Third Party App). UK Connect makes no warranty or representation in connection with any Third Party App. If any third party provider ceases to provide, or limits the provision of any Third Party App, UK Connect reserves the right to make such Third Party App available to the Customer. In such event, UK Connect is under no obligation to make any refund or discount on the Licence Fees or offer any other compensation.
2.4 If the Customer’s bandwidth usage in connection with the One.site Platform significantly exceeds the average bandwidth usage of customers using the One.site Platform generally (as reasonably determined by UK Connect), UK Connect reserves the right to impose limitations on the Customer’s bandwidth.
2.5 UK Connect shall use commercially reasonable endeavours to make the One.site Platform available 24 hours a day, seven days a week, except for:
- planned maintenance or development activity carried out as notified or published on the Website or on the One.site platform; and
- unscheduled maintenance where UK Connect has used reasonable endeavours to give the Customer as much notice on the Website or on the One.site platform as possible in advance; and
- if clause 13 (Force Majeure) applies.
3.1 The Customer shall own all right, title and interest in and to all of the Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such data.
3.2 UK Connect shall take standard industry measures to back up all stored Data. In the event of any loss or damage to Data, the Customer's sole and exclusive remedy against UK Connect shall be for UK Connect to use reasonable commercial endeavours to restore the lost or damaged Data from the latest back up of such Data maintained by UK Connect. UK Connect shall not be responsible for any loss, destruction, alteration or disclosure of Data caused by any third party (except those third parties sub-contracted by UK Connect to perform services related to the Data such as maintenance and back-up for which it shall remain liable subject to clause 12.7(d).
3.4 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4.4 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
3.5 The Customer indemnifies UK Connect against any liability, claim, proceeding, costs, and expenses and loss of any kind arising from any actual or alleged claim by a third party that any of the Data infringes the Intellectual Property Rights or rights under the Data Protection Legislation of that third party (including all or any Authorised Users, Contractors or Visitors) or if the claim relates to Data that is incorrect or misleading or breaches clause 2.3.
3.6 The parties acknowledge that:
- if UK Connect processes any personal data on the Customer's behalf when performing its obligations under this Agreement, the Customer is the controller and UK Connect is the processor for the purposes of the Data Protection Legislation.
- the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are in order to discharge UK Connects other obligations under this Agreement.
3.7 Without prejudice to the generality of clause 4.5, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful access to the personal data to UK Connect for the duration and purposes of this Agreement so that UK Connect may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer's behalf.
3.8 Without prejudice to the generality of clause 4.5, UK Connect shall, in relation to any personal data processed in connection with the performance by UK Connect of its obligations under this Agreement:
- process that personal data only on the documented written instructions of the Customer unless UK Connect is required by the laws of any member of the European Union or by the laws of the European Union (which may be applicable at the Start Date) to UK Connect and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where UK Connect is relying on Applicable Laws as the basis for processing personal data, UK Connect shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit UK Connect from so notifying the Customer;
- not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
- the Customer or UK Connect has provided appropriate safeguards in relation to the transfer;
- the data subject has enforceable rights and effective legal remedies;
- UK Connect complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
- UK Connect complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
- 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;
- notify the Customer without undue delay on becoming aware of a personal data breach;
- 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 Laws to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and
- maintain complete and accurate records and information to demonstrate its compliance with this clause 4 and immediately inform the Customer if, in the opinion of UK Connect, an instruction infringes the Data Protection Legislation.
3.9 Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, 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 Platform, 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).
3.10 UK Connect confirms that, if it intends to enter into a written agreement with a third party processor, such agreement will incorporate terms which are substantially similar to those Terms that are set out in this clause 4 and in any event UK Connect will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and UK Connect, UK Connect shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 4.9.
3.11 UK Connect may, at any time on not less than 30 days' notice, revise this clause 4 by replacing it with any applicable controller to processor standard clauses or materially similar terms (which shall apply when replaced by attachment to this agreement).
4. UK Connect's obligations
4.1 UK Connect undertakes that the One.site Platform will be provided substantially in accordance with the Platform Description. The One.site Platform has been developed and is maintained by UK Connect with reasonable skill, care and diligence using suitable skilled, experienced and qualified personnel.
4.2 The undertaking at clause 5.1 shall not apply to the extent of any non- conformance which is caused by use of the One.site Platform contrary to UK Connect's instructions, or modification or alteration of the One.site Platform by any party other than UK Connect or UK Connect's duly authorised contractors or agents. If the One.site Platform does not conform with the foregoing undertaking, UK Connect will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.
4.3 This agreement shall not prevent UK Connect from entering into similar agreements with third parties, or from independently developing, using, selling or licensing the One.site Platform or any other applications or products whether or not they are similar to the One.site Platform.
UK Connect warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
Helpline support services are available by calling 01483663366, emailing [email protected] or raising a support request on the One.site platform between 0900 and 1700 or during the same hours the next day if the Customer calls after 1700.
5. Customer's obligations
5.1 The Customer shall:
- provide UK Connect with:
- all necessary co-operation in relation to this agreement; and
- all necessary access to such information as may be required by UK Connect;
- without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
- ensure that the Authorised Users, Contractors and Visitors use the One.site Platform in accordance with the terms and conditions of this Agreement and the Platform Description and shall be responsible for any third party's breach of this Agreement;
- ensure that its network and systems comply with the relevant specifications provided by UK Connect from time to time; and
- be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to UK Connect's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
5.2 The Customer shall (and shall procure that the Authorised Users, Contractors and Visitors) shall
- use the One.site Platform in accordance with this Agreement solely for
- the Customer’s lawful internal business purposes and the lawful purposes of the Authorised Users and the Contractors;
- personal use in the case of Contractors and Visitors; and
- shall not resell or make available the One.site Platform to any third party, or otherwise commercially exploit the One.site Platform or its uses.
5.3 The Customer shall (and shall procure that the Authorised Users, Contractors and Visitors) shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the One.site Platform that:
- is unlawful, specifically contravenes any employment or health and safety laws or data protection laws (whether or not in connection with any Contractors), harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- impersonates any person other than a Contractor or a Visitor or introduces any incorrect information or misrepresents who any Contractor or Visitor may be;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- is otherwise illegal, constitutes cyber-bullying or causes damage or injury to any person or property
and UK Connect reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause 6.3.
5.4 The Customer shall not:
- except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or the One.site Platform (as applicable) in any form or media or by any means; or
- attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
- access all or any part of the Software and/or the One.site Platform in order to build a product or service which competes with the One.site Platform; or
- use the One.site Platform to provide services to third parties (other than Authorised Users, Contractors or Visitors); or
- attempt to obtain, or assist third parties in obtaining, access to the One Site Platform other than as provided under clause 2; or
- introduce or permit the introduction of, any Virus or Vulnerability into UK Connects network and information systems.
5.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the One.site Platform and, in the event of any such unauthorised access or use, promptly notify UK Connect
5.6 The Customer itself (and the Customer shall procure that the Authorised Users, Contractors and Visitors) shall:
- do nothing that would undermine the security or integrity of the Software or UK Connects underlying systems;
- or which may impair the ability of any other user to use the One.site Platform;
- observe any reasonable condition or instruction that UK Connect may impose from time to time.
5.7 The Customer shall:
- ensure the Software is protected at all times from misuse, damage, destruction or any form of unauthorised use, copying or disclosure;
- observe all proprietary notices on the One.site Platform;
- not challenge or compromise the Trademark or any Intellectual Property Rights of UK Connect;
- not use the One.site Platform in any way that would infringe the Intellectual Property Rights, confidentiality or the privacy rights of any third party;
- not transfer, assign or otherwise deal with or grant a security interest in the One.site Platform or the Software; and
- notify UK Connect in writing immediately after the Customer becomes aware of any circumstances which may suggest that any person may have unauthorised knowledge, possession or use of the One.site Platform.
5.8 The Customer is responsible for procuring all licences, authorisations, consents, justifications and permissions required for the Customer, the Authorised Users, Contractors and Visitors to use the One.site Platform and use, store, input, control, process and distribute the Data using the One.site Platform.
5.9 Any breach of any of this Agreement by any personnel of the Customer (whether employees or contractors) will deemed to be a breach of this Agreement by the Customer.
6. Intellectual Property Rights
6.1 The Customer acknowledges and agrees that UK Connect and/or its licensors own all Intellectual Property Rights relating the Software, the One.site Platform and the Platform Description as are subject to the Licences granted in clause 2.1. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any of the Intellectual Property Rights in any of the foregoing.
6.2 Title to all Intellectual Property Rights relating to the Data is acknowledged by UK Connect to vest in the Customer. The Customer grants to UK Connect a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available, process and communicate the Data for any purpose in connection with the exercise of UK Connect’s rights and the performance of UK Connect’s obligations under this Agreement.
7.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that:
- is or becomes publicly known other than through any act or omission of the receiving party;
- was in the other party's lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
- is independently developed by the receiving party, which independent development can be shown by written evidence.
7.2 Each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Agreement.
7.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement. Confidential Information of the other party may however be disclosed to the recipient party’s personnel or professional advisers on a need to know basis only, and in that case, ensure that any personnel or professional advisers are aware of, and comply with the provisions of this clause 9.
7.4 Each party shall affect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use.
7.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law (including under the rules of any stock exchange), by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
7.6 Furthermore, the obligations of confidentiality do not apply to any disclosure or use of Confidential Information that becomes publically available through no fault of the recipient of the Confidential Information or its personnel, or which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality.
7.7 The obligations of confidentiality do not apply to UK Connect if disclosure or use of Confidential Information is necessary for any sale of shares or assets, whether in whole or in part, to a third party, provided that UK Connect enters into a confidentiality or non-disclosure agreement with that third party on terms no less restrictive than this clause 10.
7.8 UK Connect acknowledges that the Data is the Confidential Information of the Customer.
7.9 The above provisions of this clause 9 shall survive termination of this agreement, however arising.
8. Warranties and indemnity
8.1 Each party warrants that it has full power and authority to enter into and perform their obligations under the Agreement.
8.2 To the maximum extent permitted by law, UK Connect makes no representation and gives no warranty concerning the quality of the services provided by the One.site Platform.
8.3 UK Connect:
- does not warrant that:
- the Customer's (or any Authorised User’s) use of the One.site Platform will be uninterrupted or error-free;
- the One.site Platform, Platform Description and/or the information obtained by the Customer or any Authorised User through the One.site Platform will meet the Customer's requirements or be suitable for any particular purpose;
- the One.site Platform will fulfil any statutory or legal compliance obligation;
- the Software or the One.site Platform will be secure and free of any Virus or other harmful code;
- the Software or the One.site Platform will be free from Vulnerabilities;
- the Software or the One.site Platform will comply with any Heightened Cybersecurity Requirements.
- is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the One.site Platform and Platform Description may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.4 The Customer acknowledges that the One.site Platform may link to third party websites that are connected. Any link from the One.site Platform (whether or not to a Third Party App as defined in clause 3.3) does not imply that UK Connect endorses, approves or recommends or has any responsibility for such websites or their content or operators and UK Connect shall have no in connection thereof.
8.5 The Customer shall defend, indemnify and hold harmless UK Connect against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the One.site Platform, provided that:
- the Customer is given prompt notice of any such claim;
- UK Connect provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
- the Customer is given sole authority to defend or settle the claim.
8.6 UK Connect shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Platform or Platform Description in accordance with this agreement infringes any Intellectual Property Rights of any third party and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
- UK Connect is given prompt notice of any such claim;
- the Customer provides reasonable co-operation to UK Connect in the defence and settlement of such claim, at UK Connect's expense; and
- UK Connect is given sole authority to defend or settle the claim.
8.7 In the defence or settlement of any claim, UK Connect may procure the right for the Customer to continue using the One.site Platform, replace or modify the One.site Platform so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
8.8 In no event shall UK Connect, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
- a modification of the One.site Platform by anyone other than UK Connect; or
- the Customer's use of the One.site Platform in a manner contrary to the instructions given to the Customer by UK Connect; or
- the Customer's use of the One.site Platform after notice of the alleged or actual infringement from UK Connect or any appropriate authority.
8.9 The foregoing clause 11.5 and 11.6 states the Customer's sole and exclusive rights and remedies, and UK Connect's entire obligations and liability, for infringement of any third party Intellectual Property Rights.
9. Limitation of liability
9.1 Except as expressly and specifically provided in this agreement:
- the Customer assumes sole responsibility for its own the use of the One.site Platform. UK Connect shall have no liability for any damage caused by errors or omissions in any information, instructions or requests provided to UK Connect by the Customer in connection with the One.site Platform, or any actions taken by UK Connect at the Customer's direction;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
- the One.site Platform and the Platform Description are provided to the Customer on an "as is" basis.
9.2 Nothing in this agreement excludes the liability of UK Connect:
- for death or personal injury caused by UK Connect's negligence; or
- for fraud or fraudulent misrepresentation.
9.3 Subject to clause 9.1 and clause 12.2:
- UK Connect shall not be liable whether in tort (including for negligence) or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
- UK Connect's total aggregate liability in contract (including in respect of the indemnity at clause 11.4), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Licence Fees paid during the 12 months of the Subscription Term immediately preceding the date on which the claim arose.
10. Term and termination
10.1 This Agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Start Date and shall continue for the Subscription Term for as long as the Licence Fees are paid by the Customer and shall terminate when:
- all Licence Fees are no longer being paid for by the Customer and no Licences remain in force; or
- the Customer notifies UK Connect of termination, in writing, pursuant to clause 12.2(b);
- it is terminated in accordance with clause 12.3.
10.2 Unless terminated under this clause 12, this Agreement and right of the Customer, Authorised Users, Contractors and Visitors to access and use the One.site Platform:
- starts on the Start Date; and
- continues until a party gives notice that this Agreement will terminate on the expiry of that notice 30 calendar days after it is given.
10.3 Either party may, by notice to the other party, immediately terminate this Agreement if the other party:
- breaches any material provision of this Agreement and the breach, if capable of remedy, is not remedied without undue delay following receipt of a notice from the first party requiring it to remedy the breach; or
- becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
10.4 No compensation is payable by UK Connect to the Customer as a result of termination of this Agreement for whatever reason, and the Customer will not be entitled to a refund of any Licence Fees that have already paid.
10.5 Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of this Agreement but subject to clause 10, the first party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
10.6 Without limiting any other right or remedy available to UK Connect, UK Connect may restrict or suspend the Customer’s access to and use of the One.site Platform and/or delete, edit or remove relevant data if we consider that the Customer or any of its personnel, or any Authorised User, Contractor or Visitor, has:
- undermined, or attempted to undermine, the security or integrity of the One.site Platform or the Software;
- used, or attempted to use, the One.site Platform for improper purposes or in a manner that reduces the operational performance of the One.site Platform;
- transmitted, inputted or stored any data (including Data) that breaches or may compromise this Agreement or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be objectionable, incorrect or misleading; or
- otherwise materially breaches this Agreement.
10.7 On termination of this Agreement for any reason:
- all Licences shall immediately terminate and the Customer shall immediately cease all use of the One.site Platform;
- all Sub-licences granted by the Customer shall immediately terminate;
- all Licence Fees due prior to the date of termination shall be paid up in full;
- UK Connect, at its sole discretion may retain Data in suspense for up to 6 months (which means that the Data may be able to be recovered if the Customer enters a new agreement with respect to access to the One.site Platform) or delete or may destroy, delete, or anonymise all of the Data. UK Connect gives no guarantee that the Data can be recovered after this Agreement is terminated. (UK Connect is not liable for any loss or damage following, or as a result of, cancellation of termination. It is the responsibility of the Customer to ensure that Data is backed-up or replicated as often as the Customer deems necessary. The Customer acknowledges that UK Connect is unable to supply a complete copy of the Data in any, or any particular format, whether before or after termination of this Agreement;
- any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
11. Force majeure
UK Connect shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of UK Connect or of any companies within UK Connect’s Group of companies, or any other party), failure of a utility service or transport or telecommunications network, Act of God, war, riot, civil commotion, malicious damage, epidemic or pandemic (inclusive of the 2020 pandemic spreading COVID-19 caused by novel coronavirus also known as SARS-CoV-2) compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub- contractors, provided that the Customer is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of the Agreement (on these Terms) with any Schedules, the provisions in the main body of this Agreement shall prevail.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15. Rights and remedies
Except as expressly provided in the Agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
16.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
16.2 If any provision or part-provision of the Agreement is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
17. Entire agreement
17.1 The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
17.2 Each party acknowledges that in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
17.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
17.4 Nothing in this clause shall limit or exclude any liability for fraud.
18.1 The Customer shall not, without the prior written consent of UK Connect, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
18.2 UK Connect may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
19. No partnership or agency
Nothing in the Agreement is intended to or shall operate to create a partnership, joint venture or trust between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
20. Third party rights
Save for Authorised Users (for avoidance of any doubt, inclusive of Group companies in the same Group as the Customer), this Agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
21.1 UK Connect may contact the Customer by email (or otherwise in writing).
21.2 The Customer accepts and acknowledges that notices relating to this Agreement are valid if they are posted on the Website.
22. Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).