All T&Cs will be outlined in the contract drawn up between client and CM. 

By purchasing a website from us you are agreeing to advertise on commercialmotor.com for 1 year.

Master Terms and Conditions

DVV Media International Ltd and the entity named in the Order Form as the “Client” agree to these Master Terms and Conditions applying to this Agreement.

  1. This Agreement

This Agreement incorporates the following documents by reference: The Order Form, Order Details (including any Product Terms therein), Service Levels, Rate Card, Master Terms and Conditions and any other terms referenced within them or this document (collectively, the “Agreement”).  The Agreement is effective as of the date of the email sent to you by DVV Media International Ltd expressly confirming acceptance of your order.

  1. Definitions

Some words used in the Agreement have particular meanings:

“API” an application programming interface (API) which enables software applications to interact with the Platform Site(s).

“Acceptance”acceptance of the Platform Site(s) by the Client, in accordance with this Agreement.

“Acceptance Testing”the Client’s review of the Platform Site(s) in a test environment, as appropriate, for the purposes of identifying any Configuration Issues.

“Additional Cost Items” any Services to be provided by DVV Media International Ltd not included within the Core Services and to be charged to the Client as incurred under this Agreement.

“Agreement Jurisdiction” the country and (where applicable) state stipulated in the Order Form.

“Business Day” or “Business Hours” the hours of 9am to 5.30pm on standard working business days (Monday to Friday) in the Time Zone excluding public holidays.

“CMS” the content management system for the Platform Site(s), being a secure back-end system which enables the Client to manage and control the operation of the Platform Site(s).

“Client” the entity identified as such in the Order Form.

“Client IPR” all IPR in and to:

  • Client Materials;
  • Client Personal Data; and
  • any other documents, work, data and materials belonging to the Client or Users which are uploaded to, stored on, processed using or transmitted via the Platform Site(s) by the Client or its Users.

“Client Materials” any documents, work, data and materials provided by the Client to DVV Media International Ltd in connection with this Agreement including visual designs, images, text and branding belonging to the Client and supplied to DVV Media International Ltd for incorporation in the Platform Site(s) or otherwise for use in connection with the Services.

“Client Personal Data”  personal data either originating from the Client or generated via the Platform Site(s).

“Client Site(s)”  the Client’s website(s) identified as such in the Order Form which is the subject of the Services.

“Confidential Information” means any non-public information belonging to the Parties relating to their business activities, financial affairs, technology, marketing or sales plans, IPR (including, in the Client’s case, Client Personal Data) that is disclosed to the other Party pursuant to the Agreement. Confidential Information includes, but is not limited to, the terms and pricing of this Agreement. Confidential Information shall not include information which: (i) is or becomes public knowledge through no breach of the Agreement by the receiving Party, (ii) is received by the recipient Party from a third party not under a duty of confidence, (iii) is already known or is independently developed by the recipient Party without use of the Confidential Information, or (iv) is required by law to be disclosed in connection with a judicial, administrative or other governmental proceeding, provided that the recipient Party shall give the disclosing Party prompt notice of any such requested disclosure and shall comply with any valid  protective order that is obtained by such disclosing Party.

“Configuration Issue” any failure of the Platform Site(s) to conform to the Configuration Requirements during Acceptance Testing.

“Configuration Questionnaire” a questionnaire which may be provided to the Client by DVV Media International Ltd at the start of the Set Up Services to obtain further details to facilitate the confirmation of the Client’s Configuration Requirements.

“Configuration Requirements” the Client’s specific feature options, branding, design, content and other requirements for the Platform Site(s) as finalised during the Set Up Services.

“Configuration Timeline” the timeline to be agreed by the Parties to which they shall work in the course of the Set Up Services.

“Contact”    the personnel listed in the Order Form or as otherwise notified by one party to the other in writing  as being a party’s authorised representative(s) for the purposes of this Agreement.

“Core Services”  the Services to be provided by DVV Media International Ltd identified as such in the Order Form.

“Discovery Day”  an initial consultation or meeting between the Parties as may be specified in the Order Details to facilitate the provision of the Set Up Services.

“Excluded Events” any event that adversely impacts the Services that is caused by (a) the acts or omissions of the Client, its employees, customers, third party contractors or agents or Users (except the acts or omissions of the Host); (b) the failure or malfunction of equipment, applications or systems not owned or controlled by DVV Media International Ltd, its subcontractors or the Host; (c) Force Majeure events; (d) emergency maintenance; (e) any proper suspension of Services pursuant to the Agreement; (f) the unreasonable or persistent unavailability of the Client’s required personnel, including as a result of failure to provide accurate, current contact information (g) any action on the part of a third party not performing authorised work under this Agreement that results in network or equipment outage (including but not limited to viruses, trojan horses, denial of service attack(s) and/or worms or criminal hacking) provided appropriate industry-standard precautions were taken against any such network or equipment outage by DVV Media International Ltd and/or Host.

“Feature List” the current listing of the technical features of the Platform(s) which may be amended from time to time by Updates.

“Fees” the fees to be paid by the Client to DVV Media International Ltd for the Services under this Agreement.

“Force Majeure” any circumstances beyond the reasonable control of either Party including but without limitation any act of God, war or military action, terrorism, sanction, strike, fire, natural disaster but excluding financial incapacity.

“HRU Allowance” Hosting Resource Units (HRUs), being units of bandwidth or database space that represent the hosting footprint to be provided to the Client pursuant to this Agreement. 1 HRU = 1GB outbound Bandwidth or 1GB SAN increment for database files.

“Host”as of the Start Date shall be Amazon Web Services (AWS), but which hosting provider DVV Media International Ltd may change at its sole option on at least 14 days’ written notice to the Client.

“Initial Term” the initial term of this Agreement for each Platform Site(s), which shall be three [3] years from its Launch Date unless otherwise stated in the Order Form.

 

“Intellectual Property Rights” or “IPR” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights including, but not limited to, copyright and related rights, database rights, Confidential Information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs.

“Launch Date” the date on which the Platform Site(s) is first made available by DVV Media International Ltd on its live URLfor deployment at the Client’s instigation into the live environment after Acceptance.

“Live Services”  the Services to be provided by DVV Media International Ltd under this Agreement in the live online environment as from the Launch Date.

“Master Terms and Conditions” the general terms and conditions contained in this Section 5 of the Agreement comprising the general terms and conditions applicable to all Services.

“Order Details” the applicable Feature List for the Platform Site(s), configuration options, any additional Services and any applicable Product Terms as set out in Section 2.

“Order Form” Section 1 of this Agreement, setting out the outline details of the Services that the Client is contracting for under this Agreement, the Fees and signature section.

“Party”, “Parties”meaning DVV Media International Ltd and/or the Client individually being the two parties to this Agreement.

“Platform(s)”  the parts of DVV Media International Ltd’s range of proprietary software platforms identified in the Order Form as are owned and operated by DVV Media International Ltd and which will be made available to the Client under this Agreement as an online service in the form of a Platform Site(s) configured to operate in conjunction with the Client Site(s) but excluding Third Party Platform Services.

“Platform Bug”  a software error, fault or failure in the Platform Site(s) that materially prevents it from functioning according to the applicable Feature List.

Platform Site(s)” the parts of the Client Site(s) as operated in conjunction with a Platform pursuant to this Agreement.

“Platform Site Data File”  a digital file to contain a copy of the current data categories specified in the Feature List for the Platform Site(s).

“Product Terms”  the product-specific terms and conditions (if any) for the Services as may be set out in Section 2 of this Agreement.

 “Rate Card”  DVV Media International Ltd standard professional charges (daily and hourly) as set out in Section 4 and as may be amended according to the terms of this Agreement, which may apply either to Additional Cost Items or other non-inclusive, chargeable Services pursuant to this Agreement.

“Renewal Term”  successive periods of one (1) Year beyond the Initial Term during which this Agreement shall be deemed to automatically continue by reason of neither Party giving written notice to terminate pursuant to clause 3.1.1.

“Server Availability”   the time in which the servers operated by the Host, hosting the Platform Site(s), are found to be operational and accessible to Users so that they can access and view the Platform Site(s) online, excluding problems caused by a failure of the Client or Users, the Client’s or a third party computer system or third party communications network (not under DVV Media International Ltd control), independent unavailability of the world wide web, emergency or scheduled maintenance by the Host of which the Client has been notified in advance in accordance with the Service Levels.

“Server Downtime”  the converse of Server Availability.

“Service Level Guarantee”  means the measurements identified as a “Service Level Guarantee” in the Service Levels.

“Service Levels”  the description of standards applicable to the Services in Section 3 of this Agreement.

“Services”  the services to be provided by DVV Media International Ltd to the Client under this Agreement as described in the Order Form and Order Details or as may be agreed in writing by the Parties.

“Set Up Services” the Services to be provided by DVV Media International Ltd to the Client prior to the commencement of the Live Services.

“Special Terms” the terms set out in the Order Form (if any) as being “Special Terms” which shall override the relevant clauses of these Master Terms and Conditions to the extent that there is any inconsistency between them, pursuant to clause 24.4 below. 

“Start Date”  the date on which DVV Media International Ltd confirms by email its acceptance of the Client’s signed Order Form and from when the Parties’ respective rights and obligations hereunder shall be deemed binding.

“Support Services”the support services set out in Section 3 (Service Levels) and any additional support services set out in the Product Terms.

“Taxes”  any applicable foreign, federal, state, or local taxes and charges assessed or incurred in connection with the Services, including without limitation, all governmental excise, use, sales, value-added, environmental assessments or charges, and occupational taxes and other fees, or other similar surcharges and levies, but excluding any taxes based on the Parties’ net incomes.

“Third Party IPR”  any IPR not comprised in either DVV Media International Ltd IPR or Client IPR including but not limited to IPR in Third Party Platform Services.

“Third Party Platform Services” discrete services provided by third parties and approved by DVV Media International Ltd that the Platform Site(s) may be configured to access or interact with under this Agreement (e.g. Google Analytics, Google Tag Manager etc).

“Time Zone” the time zone specified in the Order Form.

“Updates” new versions of, and updates to, the Platform(s) and Platform Site(s) rolled out by DVV Media International Ltd, whether for the purposes of fixing a Platform Bug or other issue in the Platform(s) or updating the functionality of the Platform(s) from time to time under this Agreement.

“Users”  all public users accessing the Platform Site(s) via the internet.

“Year”  a full calendar year from the Launch Date.

 

  • In this Agreement, a reference to a statute or statutory provision includes a reference to:
    • that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
    • any subordinate legislation made under that statute or statutory provision.
  • The clause headings do not affect interpretation of this Agreement.
  • Any listing of particular examples does not restrict the meaning of a general provision.
  1. Term
    • This Agreement will come into force on the Start Date and will continue in force in respect of each Platform Site(s) for the Initial Term and shall continue automatically thereafter for successive Renewal Terms unless:
      • either Party serves written notice of termination on the other Party at least sixty (60) days prior to the end of the Initial Term or current Renewal Term (as appropriate); or
      • it is terminated earlier in accordance with clause 17 (Termination) below.
  1. Relationship Management
    • The Contacts nominated in the Order Form shall be authorised to manage their Party’s relationship with the other Party during this Agreement.
  • The Parties shall ensure that their respective Contacts are reasonably available to the other Party’s Contacts during Business Hours and shall notify the other Party of temporary replacements for their respective Contacts in the event of any unavailability of more than five (5) Business Days.
  • The Client shall ensure that all instructions, requests and decisions in relation to this Agreement will be given by its relevant Contacts to DVV Media International Ltd Contacts, and DVV Media International Ltd:
    • may treat all such instructions, requests and decisions as the fully authorised instructions of the Client; and
    • will not be obliged to comply with any other specific instructions, requests or decisions in relation to this Agreement without first obtaining the consent of a Client Contact.
  • The Parties shall be entitled to change their Contacts on written notice to the other Party.
  1. Administration
    • The Services shall be provided by DVV Media International Ltd from its head office in Sutton, Surrey, UK and within Business Hours unless other hours are explicitly agreed in this Agreement as being applicable to specific Services.
  • DVV Media International Ltd shall have the right to subcontract the performance of any of its obligations under this Agreement PROVIDED THAT DVV Media International Ltd shall remain legally responsible and liable to the Client for the full and proper performance of all such subcontracted obligations. DVV Media International Ltd must ensure that any and all third parties that it subcontracts to hereunder comply with all applicable standards and restrictions of this Agreement for the Client’s benefit.
  1. Set Up Services
    • DVV Media International Ltd shall provide the Set Up Services according to this clause or as otherwise specified in the Order Details.
    • Promptly after the Start Date, the Client shall complete and return a Configuration Questionnaire and (if specified in the Order Details) ensure that its relevant personnel attend a Discovery Day) so as to confirm the Client’s Configuration Requirements. DVV Media International Ltd shall be entitled to rely on the information provided by the Client by these means.
    • Once the Configuration Requirements have been confirmed by DVV Media International Ltd, the Parties shall co-operate in good faith to agree a Configuration Timeline for the Set Up Services. DVV Media International Ltd shall ensure that the proposed Configuration Timeline can realistically achieve any estimated Launch Date specified in the Order Form.
    • Once the Configuration Timeline has been agreed by the Parties, DVV Media International Ltd shall configure the Platform Site(s) according to the Configuration Requirements and provide the Client with access to it in a secure test environment for Acceptance Testing by the date specified in the Configuration Timeline.
    • DVV Media International Ltd shall also provide any agreed training to the Client as specified in the Order Details.
    • The Client shall use all commercially reasonable efforts to assist DVV Media International Ltd in the course of the Set Up Services and thereafter, including to provide promptly all required Client Materials, to ensure the reasonable availability of relevant personnel during Business Hours, to promptly supply accurate configuration information, efficiently and accurately respond to questions, approve visual designs, technical feedback and resources and written sign-off of decisions for the Platform Site(s), to set up, subscribe to and/or provide DVV Media International Ltd with access to any relevant accounts for Third Party Platform Services and to provide any other personnel, information and resources reasonably required by DVV Media International Ltd.
    • The Client acknowledges and agrees that any delays attributable to the Client may result in consequential delay to the Configuration Timeline and may incur additional Fees provided that DVV Media International Ltd has given the Client advance warning of such Fees and a reasonable opportunity to avoid them.
  1. Acceptance Testing
    • The Client shall dedicate appropriate personnel and resources to carry out its Acceptance Testing of the Platform Site(s) in compliance with the Configuration Timeline and shall notify DVV Media International Ltd in writing and provide full details of any Configuration Issues that it identifies within the scheduled Acceptance Testing period.
    • DVV Media International Ltd shall remedy all such notified Configuration Issues in compliance with the Configuration Timeline at no additional charge and the Client agrees to give DVV Media International Ltd reasonable assistance and liaison in this regard.
    • The Client shall accept or be deemed to have accepted the Platform Site(s) either (i) by the Client providing written confirmation of its Acceptance of the Platform Site(s); (ii) by the Client asking DVV Media International Ltd to make the Services available in the live environment; (iii) if the Client does not notify DVV Media International Ltd in writing of any Configuration Issues by the end of the scheduled Acceptance Testing period without agreeing any extension of time for Acceptance Testing or (iv) once all remaining Configuration Issues identified by the Client in Acceptance Testing have been successfully remedied by DVV Media International Ltd, whichever is earlier.
    • Any Configuration Issues identified and notified to DVV Media International Ltd by the Client after Acceptance Testing shall be remedied by DVV Media International Ltd on request as part of the Support Services, but shall be treated as a Non-Platform Bug, which is an Additional Cost Item subject to Fees to be agreed.
  1. Live Services
    • On or as soon as reasonably practicable after Acceptance during Business Hours, DVV Media International Ltd shall make the Platform Site(s) available to the Client and provide the Client with confidential login and password-controlled access to the CMS for the Platform Site(s) so as to enable the Client to launch and manage the operation of the Platform Site(s) in the live environment according to the terms of this Agreement and in particular as set out in the Platform licence set out in clause 10 (Intellectual Property Rights) below.
  • From the Launch Date and for the duration of this Agreement:
    • DVV Media International Ltd shall ensure that the Platform Site(s) is hosted by the Host in accordance with the Service Levels;
    • DVV Media International Ltd shall provide the Support Services in accordance with the Service Levels and using best endeavours to comply with the Service Level Guarantees;
    • DVV Media International Ltd shall keep the Platform(s) under continuing review and development and at no additional charge to the Client shall apply periodic Updates to the Platform(s) in accordance with the Service Levels; and
    • DVV Media International Ltd shall maintain a current version of the applicable Feature List accessible via the Client Portal.
  • The Client acknowledges that DVV Media International Ltd and/or the Host may need to maintain and repair the servers on which the Platform Site(s) is hosted and the Client agrees to cooperate with DVV Media International Ltd and/or the Host in a timely manner and provide reasonable access and assistance as necessary to allow such maintenance or repair during this Agreement.
  • The Client undertakes to report any Platform Bugs, complaints, general technical problems, changes (actual and prospective) to the Client’s requirements hereunder or other matters that are relevant to DVV Media International Ltd provision of the Services hereunder as soon as reasonably convenient to the Client throughout this Agreement.
  1. Payment Terms
    • In consideration for the provision of the Services hereunder, the Client shall pay to DVV Media International Ltd the Fees as set out in the Order Form by electronic bank transfer, all bank charges being paid by the Client. Cheques and banker’s drafts are not accepted.
  • Fees for Core Services shall be payable in accordance with the Payment Timetable in the Order Form. Where there are multiple Platform Site(s), the Annual Fees shall be triggered for all Platform Site(s) on the Launch Date for the first of the Platform Site(s) to be launched so as to enable a single, convenient annual billing cycle, but the Client’s rights to use each individual Platform Site(s) pursuant to clause 10 (Intellectual Property Rights) shall be triggered on and calculated from their own Launch Date, unless otherwise agreed.
  • Fees for Additional Cost Items shall be invoiced by DVV Media International Ltd monthly in arrears as incurred, payable by the Client within thirty (30) days of invoice unless otherwise agreed.

 

  • DVV Media International Ltd shall be entitled to increase its Fees as follows:
    • Except as provided for above, DVV Media International Ltd shall only be entitled to increase its Fees for Core Services after the Initial Term and shall give the Client at least ninety (90) days’ written notice prior to the start of any Renewal Term, subject to clause 9.5 below; and
    • For all other Additional Cost Items or non-Core Services by amending its Rate Card no more frequently than annually (normally to take effect from 1 February in each Year) as notified to the Client.
  • DVV Media International Ltd Fees for Hosting shall be subject to ongoing adjustment according to the Client’s usage.  Once the Client’s HRU Allowance has been confirmed during the Set Up Services, DVV Media International Ltd will monitor ongoing HRU usage according to the standard scale shown in the Rate Card Section 4.  In the event that the Client’s HRU usage exceeds its HRU Allowance under its current HRU level in two (2) consecutive calendar months, DVV Media International Ltd shall be entitled on notice to the Client to adjust the applicable HRU level and ongoing Fees for hosting accordingly by issuing an interim invoice and/or by adjusting recurring annual Fees payable thereafter in accordance with the Rate Card in Section 4.
  • The Client shall be responsible for the payment of any Taxes related to its receipt of the Services under this Agreement, which may be invoiced to the Client in addition to the Fees where appropriate or required by law.
  • Prompt payment of Fees in compliance with this Agreement is an important condition of the provision of the Services. DVV Media International Ltd reserves its right to charge interest on late payments at the rate of 4% per annum above the prevailing base rate of the Bank of England in addition to its reasonable legal costs.  In addition to any other rights under this Agreement, in the event that the Client is late in making any payment due to DVV Media International Ltd hereunder, DVV Media International Ltd shall be entitled to immediately suspend any ongoing Services and/or refuse to commence any scheduled Services (as appropriate) on ten (10) Business Days’ written notice to the Client until the Client has paid all sums due up to date.
  1. Intellectual Property Rights
    • Client IPR belongs to and shall, as between the parties, remain in the sole ownership of the Client and/or its licensors. The Client grants to DVV Media International Ltd a non-exclusive licence to use Client IPR for the purposes of operating the Platform Site(s) and providing the Services, fulfilling its obligations under this Agreement and otherwise exercising its rights in accordance with the terms of this Agreement.
  • DVV Media International Ltd IPR belongs to and shall, as between the parties, remain in the sole ownership of DVV Media International Ltd and/or its licensors. The Client may not store, copy, process, modify, adapt, edit, host, publish online or otherwise use any DVV Media International Ltd IPR except as expressly set out in clause 10.6 below.  In no circumstances shall the Client make any use of or reverse engineer any DVV Media International Ltd IPR independently of DVV Media International Ltd.
  • All Updates and other modifications to DVV Media International Ltd IPR or associated Services made during this Agreement or otherwise shall, as between the Parties, be the exclusive property of DVV Media International Ltd and/or its licensors. DVV Media International Ltd shall be entitled to monitor the technical performance of the Platform, the Platform Site(s) and associated Services in its discretion and to utilise data therefrom in order to analyse, support and develop them at its discretion PROVIDED THAT any data used for these purposes is strictly anonymised.
  • DVV Media International Ltd shall be entitled to incorporate Third Party IPR into the Platform(s), the Platform Site(s) and or its Services at its discretion PROVIDED THAT, unless otherwise agreed or notified, DVV Media International Ltd shall be responsible for obtaining all necessary third party licences and permissions as may be required for these purposes.
  • DVV Media International Ltd may also facilitate the Client’s access to, use or interaction with certain Third Party Platform Services where set out in the Order Details, Configuration Requirements or as otherwise facilitated by an Update. It shall be the Client’s sole responsibility to obtain and maintain all necessary subscriptions and permissions required by it to use the Third Party Platform Services in conjunction with the Platform Site(s).
  • Subject to the limitations, prohibitions and other terms set out in this Agreement, DVV Media International Ltd hereby grants to the Client from the Launch Date of each Platform Site(s) for the duration of this Agreement a non-exclusive, worldwide licence to publish and use the Platform Site(s) in conjunction with the Client Site(s) on the servers provided by the Host and supported by DVV Media International Ltd for the purposes of normal operational commercial use facilitated by its functionality and in accordance with any applicable Product Terms. For the avoidance of doubt, the Client has no right to access the object code or source code of the Platform Site(s), either during or after termination of this Agreement
  • Except to the extent mandated by applicable law, the licence granted by DVV Media International Ltd to the Client under clause 10.6 above is subject to the following prohibitions. Unless otherwise agreed in writing with DVV Media International Ltd, the Client must not:
    • frame or otherwise re-publish or re-distribute the Platform Site(s);
    • copy or reproduce any DVV Media International Ltd IPR or any part of it for any unauthorised purpose;
    • alter or adapt or edit the functionality of the Platform Site(s) or any part of it in a way not expressly permitted or anticipated in the Order Details or Configuration Requirements;
    • access the Platform Site(s) or use the API for the Platform Site(s) in conjunction with any mobile application, data feeds, or other functionality not expressly specified in the Order Details or Configuration Requirements;
    • access or use the Platform Site(s) in conjunction with any third party applications or services other than Third Party Platform Services;
    • access or use any Third Party Platform Services in connection with the Platform Site(s) without the relevant third party permissions in place or in breach of such permissions;
    • sub-licence its rights hereunder to any third party or otherwise provide or facilitate access to the CMS by any third party;
    • use the Platform Site(s) in any way that causes, or may cause, damage to, disrupt the integrity of or performance of the Services, the Platform(s) or its hosting infrastructure;
    • use the Platform Site(s) to process, transmit or store infringing, offensive, libellous or otherwise unlawful content or materials or for any other illegal, fraudulent or harmful purpose;
    • access or use any part of the Platform Site(s) or the Services in order to develop a competing service to the Services; or
    • use the Platform Site(s) in a way that violates the applicable acceptable use policy of the Host
  1. Announcements
    • The Client shall acknowledge DVV Media International Ltd proprietary rights in the Platform(s) by allowing DVV Media International Ltd to display a link on the Platform Site(s) to Commercial Motor’s own website such link being labelled as – “Powered by: Commercial Motor” or such other similar link as mutually agreed by the Parties.
  • Unless otherwise agreed by the Parties, DVV Media International Ltd shall be free to publicly disclose the fact that the Client is its client for the Services and, subject to the Client’s prior written approval, to use screen-shots of the Platform Site(s) within its professional sales and marketing literature as examples of DVV Media International Ltd work, in accordance with honest trade practises and without implying any closer association between the Parties.
  1. Data Protection and IT Security
    • The Parties shall ensure that they effect and maintain appropriate technical and organisational measures to protect the Platform Site(s) against unauthorised processing of Client Personal Data and against accidental loss, destruction, damage, alternation or disclosure of the same. Such measures will be appropriate to the harm that might result from unauthorised or unlawful processing or accidental loss, destruction or damage to the Client Personal Data and the nature of the Client Personal Data being protected.  Both Parties shall comply with all legislation and regulation concerning the use, processing, storage and disclosure of the Client Personal Data applicable in the Agreement Jurisdiction.
  • The Platform Site(s) shall contain a link to the Client’s Privacy Policy and Terms of Use. It shall be the Client’s sole responsibility at the Acceptance Testing stage (and thereafter) to ensure that the operation of the Platform Site(s) as anticipated by this Agreement complies with and continues to comply with the Client’s Privacy Policy, Terms of Use and all applicable legislation and regulation in the relevant jurisdiction(s).  It shall be the Client’s responsibility to manage its relationship with all Users and to ensure that it has all necessary consents to permit the Client, DVV Media International Ltd and the Host to collect, process and use Client Personal Data and to provide the Services as anticipated in this Agreement.
  • DVV Media International Ltd shall only process Client Personal Data for the purposes of providing the Services and at all times in accordance with this Agreement. The Client acknowledges that this may include the regular review of the performance, usage and functioning of the Services and the use of aggregated statistics and analytics on a strictly anonymised basis in compliance with clause 12.1 above.
  • Each Party shall notify the other Party if it:
    • becomes aware of or has any reason to suspect that there has been any breach of data protection law or regulations affecting the Platform Site(s) or any other security incident relating to the Platform Site(s); or
    • requires the assistance of the other Party to comply with any request from an individual for access to their personal information as comprised within the Client Personal Data; or
    • receives any complaint in relation to the processing of Client Personal Data.
  • DVV Media International Ltd shall comply with its prevailing IT security policy, a summary of which shall be made available to the Client on request and it shall be the Client’s responsibility to satisfy itself that such compliance ensures that sufficient technical and organisational measures are in place to protect Client Personal Data in accordance with this Agreement.
  • The CMS for the Platform Site(s) may only be accessed by authorised employees, officers or members of the Client using their own personal designated login and password details, unless otherwise agreed in writing. In no circumstances shall the Client permit or facilitate any third party access to the CMS without the prior written authorisation of DVV Media International Ltd. The Client shall notify DVV Media International Ltd immediately in the event that it becomes aware or suspects that there has been any unauthorised access to the Platform Site(s).
  • The Client may not conduct any penetration testing of the Platform Site(s) without first entering into a written penetration testing agreement with DVV Media International Ltd and/or the Host (as applicable) on reasonable terms.
  1. Confidentiality
    • The Parties undertake to each other that they will take all reasonable measures to maintain the confidentiality of each other’s Confidential Information, which will in no event be less than the measures it uses to maintain the confidentiality of its own confidential information, both for the duration of this Agreement for three (3) years thereafter and shall not disclose it without prior written permission of the other Party.
  • The Parties shall ensure that their respective personnel and subcontractors comply with these confidentiality obligations.
  • Each Party shall notify the other Party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information of the other Party and shall afford reasonable assistance to the other Party, at that other Party’s reasonable cost, in connection with any enforcement proceedings which that other Party may elect to bring against any person.
  • Any documents containing Confidential Information given to the other Party during this Agreement must be returned or destroyed (at the disclosing Party’s option) upon termination of this Agreement.
  1. Warranties
    • The Parties hereby represent and warrant to each other that they have the right and authority to enter into this Agreement, to perform the obligations assigned to them and to grant the rights granted by them under this Agreement.
  • DVV Media International Ltd warrants to the Client that:
    • the Services shall be provided with reasonable due care and skill and to high professional standards;
    • the Platform Site(s) will perform substantially in accordance with the Feature List; and
    • the Platform Site(s) (excluding Client IPR) does not and will not infringe any Third Party IPR to the best of DVV Media International Ltd knowledge and belief.
  • In relation to DVV Media International Ltd’s warranties above, the Client acknowledges that:
    • without prejudice to DVV Media International Ltd’s obligation to comply with the Service Levels, complex software is never wholly free from defects, errors and bugs, and DVV Media International Ltd gives no warranty or representation that the Services will be wholly free from such defects, errors or bugs;
    • DVV Media International Ltd does not warrant that or represent that the Platform Site(s) will be or will remain compatible with any application, program, browser or software except if specified in the current Feature List;
    • DVV Media International Ltd does not warrant that the Platform Site(s) shall be appropriate for or meet the commercial or business objectives of the Client; and
    • DVV Media International Ltd will not and does not purport to provide any legal, taxation, accountancy or compliance advice under this Agreement in relation to the Platform Site(s) and it is the Client’s sole responsibility to satisfy itself that the operation of the Platform Site(s) complies with the law and regulation in the Agreement Jurisdiction and in any other jurisdiction applicable to the Platform Site(s).
  • The Client warrants to DVV Media International Ltd that it will not use the Platform Site(s) in any way that:
    • breaches the express restrictions contained in this Agreement;
    • materially interferes with or adversely affects the Services, hosting infrastructure, or any third parties;
    • violates any applicable law or regulation;
    • is otherwise unlawful or violates any DVV Media International Ltd IPR or third party right.
  • The express warranties set out in this clause are in lieu of any and all other express or implied warranties of any kind. The parties hereby disclaim and waive all such other warranties.
  1. IPR Indemnity
    • Each Party shall indemnify and keep the other Party indemnified against all awards of damages resulting from final, non-appealable judgments suffered or incurred by the indemnified Party and arising as a result of any claim or allegation by a third party that the exercise by the indemnified Party of its rights under this Agreement infringes any Third Party IPR in the Agreement Jurisdiction, subject to the indemnified Party complying with clause 15.2 below.
  • A condition of the indemnity in clause 15.1 being granted is that the indemnified Party shall:
    • notify the indemnifying Party as soon as practicable of any circumstances that may give rise to a claim under the indemnity;
    • ensure that the indemnifying Party is given full control of any proceedings or negotiations with any other person in connection with the claim;
    • give the indemnifying Party all reasonable assistance for the purpose of any such proceedings or negotiations (at the indemnifying Party’s expense);
    • not pay or accept any claim by any other person, or compromise any such proceedings, except pursuant to a final award or with the consent of the indemnifying Party (which shall not be unreasonably withheld);
    • do nothing which may invalidate standard insurance terms of cover in relation to the claim; and
    • take all reasonable steps to mitigate or reduce any loss or liability which either Party may suffer as a result of the claim.
  1. Limitations
    • Nothing in this Agreement shall limit or exclude the liability or remedy of either Party or any other person:
      • for death or personal injury caused by its negligence, or that of its employees, agents or subcontractors;
      • for fraud or fraudulent misrepresentation;
      • in respect of an obligation in this Agreement to indemnify a Party or any other person; or
      • for any act, omission or matter, liability for which may not be excluded or limited under any law in the Agreement Jurisdiction.
  • SUBJECT ONLY TO CLAUSE 16.1 ABOVE, bUT Notwithstanding anything else in this Agreement, neither Party shall be liable to the other in contract, tort (including negligence or breach of statutory duty) or otherwise for:
    • any SPECIAL, indirect, consequential or incidental LOSS OR DAMAGE;
    • LOSS OF PROFITS OR BUSINESS REVENUE;
    • LOSS OF GOODWILL OR REPUTATION;
    • LOSS OF, OR CORRUPTION TO, DATA (other than the costs of reinstating a lost or corrupted Platform(S) Site Data File from back-ups); oR
    • (IN DVV Media International Ltd’S CASE) Excluded Events.
  • In no event shall the total aggregate liability of either Party under this Agreement exceed an amount equal to the greater of one hundred thousand pounds (GBP£100,000) or the total Fees paid or payable by the Client to DVV Media International Ltd
  1. Termination
    • Either Party may terminate this Agreement with immediate effect on giving notice to the other Party if the other Party:
      • commits a material breach of this Agreement which is incapable of remedy;
      • commits a material breach of this Agreement which is capable of remedy but fails to remedy that breach within 30 days of being notified of the breach in writing;
      • is in material breach of clause 10 (Intellectual Property Rights);
      • has a liquidator, receiver (including a fixed charge receiver), administrative receiver, administrator, nominee, supervisor or other similar officer appointed in respect of itself or any of its assets under the law of any jurisdiction; or
      • is unable to pay its debts as they fall due or;
      • suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a part of its business which is material to this Agreement.

 

  1. Exit Services on Termination
    • Subject to the Client having paid all undisputed Fees payable under this Agreement and there being no outstanding Client breaches of contract, and further subject to the Client paying DVV Media International Ltd its Rate Card Fees for complying with this clause DVV Media International Ltd shall, at any time during the Agreement including in the period before, during and for up to three (3) months after termination or expiry of this Agreement for whatever reason, on written request promptly deliver up to the Client its Platform Site Data File in electronic form as extracted from the current Platform Site(s).
  • Unless otherwise agreed in writing or mandated by law, DVV Media International Ltd shall be entitled to delete all Client IPR, Client Personal Data and all Platform Site Data Files and any other content, materials or data relating to or collected, processed or stored in the course of the Services and held on its systems after three (3) months from termination or expiry of this Agreement. Thereafter, the Client acknowledges and accepts that a Platform Site Data File may not be retrievable by DVV Media International Ltd.  It shall be the Client’s sole responsibility to notify DVV Media International Ltd in the event that it requires any data or materials to be retained by DVV Media International Ltd after such three month period for any reason and the Client acknowledges that additional charges may apply in respect of DVV Media International Ltd’s reasonable data storage requirements.
  1. Consequences of Expiry or Termination
    • On expiry or termination of this Agreement, subject to clause 18, the Client’s rights to use or benefit from any of the Services and/or DVV Media International Ltd IPR shall immediately terminate.
  • The expiry or termination of this Agreement shall not affect any other accrued rights, remedies, obligations or liabilities of the Parties existing at expiry or termination.
  • Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after the expiry or termination of this Agreement shall remain in full force and effect after this Agreement expires or terminates.
  1. Restriction
For the duration of this Agreement and for 12 months after its termination or expiry neither Party shall or shall seek to entice, solicit or engage any person who was an employee or consultant or otherwise engaged by the other Party in connection with this Agreement without the prior written consent of the other Party; provided, however, that this provision shall not be construed as prohibiting either Party from hiring any such employee who applies for employment with the other Party where that other Party can show such hiring was the result solely of that employee or consultant either (i) responding to a job posting of such Party published in a periodical or elsewhere or through any other normal hiring channels of such other Party, or (ii) being put into contact with the other Party solely as a result of any contact hereafter established by an independent third party.
  1. Dispute Resolution
    • The Parties shall procure that their respective Contacts shall meet and use their reasonable endeavours to resolve any dispute, disagreement or claim arising between them in connection with this Agreement. If the dispute is not resolved between the Contacts within 10 Business Days of receipt of a written request from either Party (Dispute Notice), the Dispute shall be referred to a senior executive from each of the Parties. If the Dispute is not resolved within 15 Business Days from the date of receipt of the Dispute Notice, either Party may, in its sole discretion commence legal proceedings.
  • For the avoidance of doubt, nothing in this clause shall prevent or restrict the Parties from commencing or continuing court proceedings or from seeking injunctive relief at any time.
  1. Problems Beyond the Parties’ Control (Force Majeure)
If either Party is affected by any Force Majeure event, it shall immediately notify the other Party of the nature and extent of the problem.  Except with respect to delays or failures caused by the negligent act or omission of either Party, neither Party shall be liable to the other for delay in performance, or non-performance of any of its obligations in this Agreement when due to any Force Majeure of which it has notified the other Party and the time for performance of that obligation shall be extended accordingly.  If such Force Majeure continues for more than four (4) weeks, the other Party shall be entitled to terminate this Agreement immediately on written notice to the other Party.
  1. Notices
    • Any legal notice or similar formal communication given under or in connection with this Agreement shall be in writing and shall be delivered:
      • by hand;
      • sent by pre-paid post providing for next Business Day delivery (or pre-paid air mail if overseas) providing proof of postage; or
      • (subject to clause 23.2.4 below) by email, to the Primary Contact of the recipient Party nominated in the Order Form (subject to notified changes) at the address or email address, and for the attention of such Primary Contact.
  • Notices and similar communications shall be deemed to have been received:
    • if delivered by hand, at the time of delivery to the address during Business Hours;
    • if sent by pre-paid post, at 09.00 on the second Business Day after posting;
    • if sent by pre-paid air mail, at 09.00 on the fifth Business Day after posting; and
    • if sent by email, at 09.00 on the next Business Day after sending provided that the subject line of the email identifies that it is a notice being given under this Agreement.
  • Faxes and electronic communications other than email are not valid legal notices under this Agreement.
  1. General
    • Nothing in this Agreement shall be deemed to constitute a partnership between the Parties and neither Party shall do or allow to be done anything whereby it may be represented as the other’s partner.
  • Nothing in this Agreement creates or shall be deemed to have created any third party beneficiary relationship with any third party, and nothing in this Agreement shall be construed to constitute or appoint either Party as the agent or representative of the other Party for any purpose whatsoever.
  • This Agreement (including all documents referred to explicitly herein as being incorporated into its terms by reference (if any)) forms the sole and entire basis for the agreement between the Parties. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the Parties relating to this subject matter.
  • If there is a conflict between the terms of any of the documents that comprise the Agreement, the documents will govern in the following order: Order Form including Special Terms, Order Details, Product Terms, the Master Terms and Conditions.
  • The waiver or failure of either Party to exercise any right provided for herein will not be deemed a waiver of any further right hereunder.
  • All amendments (if any) to this Agreement made after the Start Date must be made in writing and signed by both Parties.
  • This Agreement is personal to the Parties and neither Party shall assign the benefit or burden of this Agreement without the other’s prior written consent (not to be unreasonably withheld). In the event of any agreed assignment by the Client, the Client’s assignee shall be required to enter into an appropriate novation agreement with DVV Media International Ltd and, as a condition of entering such novation, DVV Media International Ltd may, in its sole discretion, review and adjust the Fees payable by such assignee to reflect inter alia the specific commercial and technical circumstances of the assignee and any discounts or premiums which were specific to the Client’s business.
  • Severability: If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect this shall not affect the legality or validity or enforceability of any other provision.
  • Nothing in this Agreement limits the ability of either Party (i) to enter into other agreements with third parties with respect to arrangements similar in nature to or the same as those covered under this Agreement, or (ii) to provide goods or services that compete with the goods or services of the other Party.

  1. Governing Law and Jurisdiction
    • This Agreement and any dispute pursuant to it shall be governed by and construed in accordance with the law of the Agreement Jurisdiction.
  • Each Party irrevocably agrees that the courts of the Agreement Jurisdiction shall have non-exclusive jurisdiction to settle any claim or dispute between the Parties.
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