TERMS AND CONDITIONS
1.	Definitions
1.1	The following definitions apply to this Contract:
	Act means the Data Protection Act 2018 and any future legislation enacted in replacement or amendment of the Act. 
	Annual Charges means recurring charges payable by Customer each year in order to continue to use the Software and the Third Party Software, the current charges are set out in Schedule 2.
	Call means a communication by telephone, email or web portal from Customer to the Service Desk that is for the purpose of reporting an Incident.
	Civica Service Manager means the person nominated by Civica as its authorised representative who will be the prime point of contact for the purpose of this Contract as shown in Schedule 1.
	Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its employees, officers, representatives or advisers to the other party including but not limited to all designs, design studies, surveys, project plans, implementation plans, software, customised specifications, system configurations, user guidance, training hand outs, proprietary  data whose disclosure to third parties may be damaging and other similar information, and any Software or materials which have been, or will be supplied to Customer by Civica in connection with this Contract.
	Contract means the terms and conditions of this Supply, Implementation and Support Contract including any Special Terms and all the Schedules.
          Controller shall have the meaning set out in the GDPR.
	Customer Responsibilities means those obligations to be performed by Customer as detailed in Schedule 3.
	Customer Service Manager means the person nominated by Customer as its authorised representative who will be the prime point of contact for the purpose of this Contract as shown in Schedule 1.
          Data Subject shall have the meaning set out in the GDPR.
	Charges means all charges payable under this Contract including the Initial Licence Charges, Implementation Charges and Annual Charges payable by Customer to Civica as detailed under Schedule 2.
Force Majeure means any event beyond the reasonable control of a party to this Contract including, without limitation, acts of God, war, industrial disputes, protests, fire, flood, storm, tempest, explosion, an act of terrorism and national emergencies. 
GDPR means the European General Data Protection Regulation being Regulation (EU) 2016/679 and the Data Protection Act 2018 and any replacement legislation thereof in the UK.
Go-Live Date means the date when the Software is first used in a live environment by Customer and/or when Support Services start; the planned date is shown in Schedule 1.
ICO means the Information Commissioner’s Office or any replacement authority in the UK.
Implementation Charges means the charges for services to implement the sotware
Implementation Services means any services provided by Civica associated with the implementation of the Software or the Products and as listed in Schedule 3.
Incident means an event which is not part of the standard operation of the Software or system supplied by Civica and which causes, or may cause, interruption to or disruption in the performance of the Software.
Information Security Standards means the standards document setting out details of the security standards and measures Civica has agreed to maintain.
Initial Licence Charges means one off licence charges payable by Customer on delivery of the Software and Third Party Software as set out in Schedule 2.
Installation Address means Customer’s main site as detailed in Schedule 1.
Intellectual Property Rights/IPR means all intellectual and industrial property rights including copyright, licence, patents, know-how, trademarks, trade names, inventions, registered designs, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trademarks, database rights, and any other rights in any invention, discovery or process whether in existence at the date hereof or created in the future.
	Minimum Period means the minimum term the Software licence and the Services are to be provided under the Contract as shown in Schedule 1 or, if no such period is stated, for a period of three years from the Go-Live Date.
	Maintenance Release shall mean a new release of the Software that is substantially the same as the current Software, which is issued by Civica in order to remove known errors or otherwise improve or enhance the Software and, where necessary, to allow the Customer to meet applicable legislation.
	Minimum Hardware Requirements means the description of hardware required to run the Software (and if applicable the Third Party Software) and on which the Software is licensed to be used and whose minimum configuration is described in Schedule 1 or otherwise made known to Customer.
	NCSC means the National Cyber Security Centre.
	New Version shall mean a release of the Software that incorporates significant new or additional functionality and features.   New Versions may be the subject of a new licence.
	Open Source Software means software that is supplied on an “as is” basis with the Software and is supplied to Customer with all of the rights granted under the applicable licence.
Personal Data shall have the meaning set out in the GDPR.
Personal Data Breach shall have the meaning set out in the GDPR.
Process/Processing shall have the meaning set out in the GDPR.
Processor shall have the meaning set out in the GDPR.
	Product(s) means Third Party Software, if any.
	Services mean any services provided by Civica under this Contract as detailed in Schedule 3 including the Implementation Services and the Support Services.
	Service Desk means the central point of contact within Civica for Customer’s users of the service.
 	Service Levels/SLA means the service level arrangements detailed in Appendix 2 to Schedule 3.
	Software means Civica’s proprietary software and all programs, modules, media and associated documentation (excluding Third Party Software and Open Source Software) licensed to, or made available to Customer under this Contract, as listed in Schedule 2, together with any updates or Maintenance Releases (but excludes New Versions).
	Software Error means an error in the program code of the Software which causes the Software to be partially or totally inoperative or causes incorrect data to be displayed or stored.
	Special Terms means any special, additional or varied terms and conditions including third party terms and conditions, agreed between the parties that are set out in Schedule 4 and form part of this Contract.
	Start Date means the date from when Services are first provided, as shown in Schedule 1.
	Support Services means the maintenance and support services for the Software (and if applicable Products) as described in Schedule 3.
	Third Party Software means any third party software and associated documentation, including, without limit, that listed in Schedule 2, supplied by Civica under this Contract to Customer that is subject to the third party software owner’s licensing terms and conditions included in the Special Terms, or which accompany the third party software, or that have been agreed in writing between Customer and the third party software owner.
	User means each individual logon (as opposed to a natural person) using and/or accessing the Software and/or Third Party Software calculated on a concurrent basis.  The authorised usage is for number of Users paid for by Customer and licensed by Civica or its licensors or third party licensors together with any other usage restrictions as set out in Schedule 1.
Work Order means a document that is agreed between Customer and Civica for the provision of additional software and services as described in Clause 6.7.
	Working Day means 0900 – 1700 hours on a Monday to Friday excluding English public holidays.
	Year means initially the Start Date until the Go-Live Date and thereafter the Go-Live Date (and each subsequent anniversary) to the day before the anniversary of the Go-Live Date.
1.2	Clause, schedule and paragraph headings shall not affect the interpretation of this Contract.
1.3	A person includes a 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	Words in the singular shall include the plural and vice versa.
1.6	A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation for the time being in force made under it.
1.7	Any phrase introduced by the words including, includes, in particular or for example, or any similar phrase, shall be construed as illustrative and shall not limit the generality of the related general words.
1.8	References to clauses and schedules are to the clauses and schedules of this Contract. References to paragraphs are to paragraphs of the relevant schedule.
1.9	Customer and Civica agree that these terms and conditions, together with any Special Terms shall apply to this Contract, and that in the event of, and to the extent of, any conflict or inconsistency between the:
1.9.1	Special Terms and these terms and conditions, the Special Terms shall prevail; or
1.9.2	Schedules (other than any Special Terms in Schedule 4) and these terms and conditions, the terms and conditions shall prevail.
2.	Contract Term
2.1	This Contract and the Software Licence granted under clause 4 will be in force for the Fixed Period unless terminated in accordance with the terms of this Contract.
3.	Obligations of Civica
3.1	In consideration of Customer paying the Charges, Civica shall provide the Products, Software and Services to Customer and shall carry out the tasks described in, and in accordance with the provisions of this Contract from the Start Date, including:
3.1.1	supply Customer with access to the Software (together with one copy of the appropriate on-line manuals, on the appropriate media);
3.1.2	if any, supply the Customer with the Products including copies of any Third Party Software;
3.1.2	provide the Services using reasonable care and skill in accordance with good industry practice;
3.1.3	Not Used;
3.1.4	provide the Support Services in accordance with the Service Levels.
3.2	The Software Licence and Products shall be provided by Civica from the Go-Live Date subject to Customer paying the relevant Charges.  Support Services will be provided from the Go-Live Date and subject to Customer paying the Annual Charges each Year on the anniversary of the Go-Live Date and until this Contract is properly terminated in accordance with Clause 2.2.  No refund will be given for Charges paid in advance on termination.
3.3	Civica shall, where applicable and shown as being provided in Schedule 1, install the Software and Products at the Installation Address or as specified in Schedule 1.
3.4	Civica shall not be liable for any failure to provide or delay in providing the Services, or for any failure to meet or delay in meeting the Service Levels, to the extent that they arise out of or in connection with any:
3.4.1	act or omission of Customer or its employees, agents or subcontractors which affects Civica's ability to provide the Services;
3.4.2	breach by Customer of its obligations including Customer Responsibilities under this Contract;
3.4.3	inaccurate or incomplete data, information or documentation provided by Customer;
3.4.4	failure by a third party to fulfil its obligations to Customer;
3.4.5	use by Customer of non-manufacturer recommended media and supplies, or any neglect or improper use, or electrical disturbances, or any unauthorised use, of the Products, Software and Services or modification by persons other than Civica employees.
3.5	Subject to reasonable notice Civica will provide information that Customer reasonably requests in order to meet its audit requirements.  Civica reserves the right to make a charge if Customer requires Civica to hold and make available information that is not covered by normal accounting practices and would not normally be made available by a commercial organisation.
4.	Software Licence
4.1	Civica grants to Customer upon payment of the applicable Charges and subject to the terms and conditions in this Contract, a non exclusive, non-transferable, term licence in object code only to use the Software.  The Software shall include any Maintenance Releases and/or updates of the Software licensed to Customer under the Support Services.
4.2	Without prejudice to the other provisions of this Contract the licence granted in Clause 4.1 is subject to the following conditions:
4.2.1	The licence is personal to Customer and the Software may only be used by Customer for its internal business purposes on a computer system meeting the Minimum Hardware Requirements by the authorised number of Users in accordance with the usage restrictions.
4.2.2	Except to the extent permitted by law, Customer shall not, nor permit any third party to, adapt or modify the Software, or decompile, reverse engineer, disassemble or otherwise derive the source code of the Software.
4.2.3	Server elements of the Software are only licensed for use on a single live database and no more than two additional databases may be used for the purposes of testing and training only.
4.2.4	Customer may, subject to the Copyright (Computer Program) Regulations 1992, only make so many copies of the Software as are reasonably necessary for operational security, including back-up purposes, and lawful use. Such copies and the media on which they are stored shall be the property of Civica. Customer shall make full and accurate records of such copying and location of the copies and make these available to Civica on request. 
4.2.5	The Software is the confidential proprietary information of Civica or its licensor and as such Customer shall not modify or remove any copyright or proprietary notices on the Software and shall reproduce such notices on any copies of the Software and shall treat such Software as confidential.
4.2.6	Software may only be installed at the Installation Address.  If Customer wants to change the Installation Address prior consent is needed.
4.2.7	Customer shall not permit any third party to use, access or possess the Software nor use the Software on behalf of or for the benefit of any third party, including any consulting, service-bureau, time-sharing, rental or services of any other kind, except for a third party which provides outsourced services to Customer under a written agreement.  The outsource provider and its staff will count towards the number of authorised Users Customer has and Customer shall be liable to and indemnify Civica in full in respect of any breach of the licence conditions or obligations of confidentiality caused by such third party, as if such acts or omission were its own.
4.2.8	If the Software fails to operate owing to Customer linking to, accessing or otherwise using the Software or causing the Software to be used in conjunction with, any third party software, database or other application without the prior written consent of Civica then Civica shall not be liable.  Customer is not allowed to use third party software which is designed to replicate, run or operate in conjunction with the Software without Civica’s written consent.
4.3	Products, including Third Party Software, and Open Source Software supplied by Civica will be subject to separate licence terms and conditions as notified to Customer by Civica.  Civica will pass through all licences, terms and warranties to Customer on receipt of payment for the Products.  In the event of conflict between the third party licence terms and the terms of this Contract the third party licence terms shall prevail in respect of such Products only.
4.4	Customer acknowledges that the Software may incorporate technical means of enforcing or monitoring the licence terms of the Software which may result in Customer being unable to utilise the Software beyond these Contract terms.
5.	Obligations of Customer
5.1	Customer shall:
5.1.1	only use the Products, Services and Software in accordance with the usage restrictions shown in Schedule 1 and only for its own internal business purposes;
5.1.2	use the Software in accordance with the licence terms set out in Clause 4;
5.1.3	promptly pay to Civica the Charges and any other charges due under this Contract in accordance with Schedule 2;
5.1.4	where required permit reasonable access by Civica to its sites including the Installation Address, in order for Civica to (i) perform its obligations under this Contract; and (ii) ensure compliance with the terms of the Software licence;
5.1.6	where Civica personnel are required to work at Customer sites, ensure that its personnel provide all reasonable assistance including desk space, telecommunications equipment and administrative support, as and when required by Civica to discharge its obligations, and particular take all measures necessary to comply acts, orders, regulations and codes of practice relating to health and safety, which may apply to those involved in the performance of this Contract;
5.1.7	carry out and comply with the Customer Responsibilities;
5.1.8	be responsible for (i) its connectivity to the Internet including remote support access by Civica; and (ii) the compatibility between its IT system and the Software and/or Products;
5.1.9	when notified by Civica or the owners of Products supplied, implement promptly any Maintenance Releases or other fixes or upgrades of any system software necessary for the successful operation of the Software and Products;
5.1.10	purchase the necessary upgrade to the licence to accommodate higher volumes of usage (including the number of Users) when any licence usage restrictions are exceeded.

5.2	Customer shall indemnify Civica, keep Civica indemnified and hold Civica harmless from and against all claims, liabilities, proceedings, costs, damages, losses, or expenses incurred by Civica caused by, or in any way connected with unauthorised use of the Software by the Customer or any third party whether through breach of this Contract or any other negligent or wrongful act.
5.3	Customer represents and warrants that it possesses the full power and authority to enter into and perform its obligations under this Contract.
6.	Services
6.1	Unless otherwise stated in Schedule 3 the Services will be provided by Civica on Working Days, either at Civica sites or at the Installation Address.
6.2	Civica Service Manager and Customer Service Manager shall meet (which may be by conference call) no less than once a month during the Implementation Services and thereafter quarterly to discuss the provision of the Services including post Go-Live Date the Service Levels.
6.3	Customer will give to Civica promptly on request such information and documents as Civica reasonably requires for the provision of the Services.
6.4	Services will be provided in accordance with this Contract and in particular Schedule 3.  Each party shall perform its obligations set out in this Contract in a timely manner.
6.5	If the dates scheduled for delivery of the Implementation Services are deferred or cancelled by Customer, Civica may revise any scheduled date for completion of any part of the Implementation Services and/or change for the days as detailed in Clause 12.5.
6.6	Support Services are only available for the then current and immediately preceding release of the Software.
Additional Services
6.7	This Contract also acts as an umbrella agreement, which sets out the general terms for the supply of additional related software and services by Civica to the Customer, when so requested from time to time.  Such additional software and services and any particular special terms and conditions applicable to the supply thereof shall be set out in Work Orders.  If Civica provides any additional software or services Customer shall be charged separately for the provision of these at Civica’s then prevailing rates for such software or services.
7.	Delivery and Acceptance
7.1	On delivery of any Products to Customer’s premises risk shall pass to Customer; title to and property in the Products shall remain with Civica until payment for the Products is made in full by Customer and is received by Civica.
7.2	Where installation of Software:
7.2.1	is by Civica, delivery shall be the date when Civica installs the Software onto the associated hardware either at Civica’s premises, or premises of a third party acting on Customer’s or Civica’s instructions, or the Installation Address;
7.2.2	is a Customer Responsibility, delivery shall be the date the Software is delivered to Customer (either by a physical delivery on media, or remotely by electronic means).
7.3	Acceptance of Software shall be:
7.3.1	where no acceptance tests are specified in Schedule 3, on delivery or delivery and installation of the Software as detailed in Clause 7.2; or
7.3.2	where acceptance tests are specified in Schedule 3, subject to Clause 7.4, when the Software has passed such tests; or 
7.3.3	deemed to have occurred on the date of first live use or processing of data (except for testing purposes).
7.4	In the event that acceptance tests, under Clause 7.3.2, are delayed due to the acts or omissions of Customer, then Civica shall give 14 days’ notice of its requirement that the tests shall be carried out.  If such tests are not then carried out the 14 day period (from the date of Civica’s notice) due to the continuing acts or omissions of Customer, the Software shall be deemed to have been accepted on the expiry of the 14 day period.
8.	Warranties
8.1	Each party warrants to the other that it has the full power and authority to enter into and perform this Contract.
8.2	Civica warrants in respect of the Software:
8.2.1	that it will during normal use provide the facilities and functions described in the accompanying software manuals.  Such warranty will start upon acceptance of the Software (in accordance with Clause 7) and continue for so long as the Software is supported by Civica and Customer continues to pay the Annual Charges; and
8.2.2	it has tested for viruses in the Software using commercially available virus checking software consistent with current industry practice.
8.3	If the Software fails to comply with the warranty in Clause 8.2 and Customer gives Civica written notice of such breach together with such information as may be reasonably necessary to assist Civica in resolving the breach, Civica shall at its own expense and within a reasonable time:
8.3.1	remedy the breach by repairing or replacing the Software or any part; or
8.3.2	advise how to achieve substantially the same functionality as described in the software manuals through a different procedure from that set out in the software manuals; or
8.3.3	refund the appropriate portion of the Charges paid for the Software or module provided Customer deletes and returns all copies of the Software or module to Civica.
8.4	The warranties in Clause 8.2 shall not apply if the Software is:
8.4.1	not being used in accordance with Clause 4;
8.4.2	not used in accordance with the software manual; 
8.4.3	used in a manner for which it was not intended or other than as permitted by this Contract; or
8.4.4	Third Party Software or Open Source Software.
8.5	Customer acknowledges that:
8.5.1	software in general is not error free and that the existence of such errors in the Software shall not by themselves constitute a breach of this Contract;
8.5.2	the Software is not bespoke and has not been prepared to meet Customer’s individual requirements and that it is therefore the responsibility of Customer to ensure that the facilities and functions in the Software meet its requirements.
8.6	Subject to Clause 4.3 Civica shall pass to Customer the benefit of any warranties for the Products that are available from the manufacturers.
8.7	Civica warrants that the Services will be carried out with reasonable skill and care and in accordance with good industry practice.  In the event of a breach of the warranty under this Clause 8.7 and provided such breach is reported to Civica within a reasonable time (given the nature of the Service) after completion of the Service and, Civica shall re-perform the Service without additional charge to Customer within a reasonable period of time.
8.8	The express terms of this Contract are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.
9.	Intellectual Property Rights (IPR)
9.1	All IPR in the Software, any Products and the Services supplied by Civica from time to time, including all trade secrets, copyright, patent rights, ideas and any other IPR in relation thereto, shall belong to Civica or its suppliers or a third party licensor.
9.2	Civica shall defend or, at its option, settle any claim brought against Customer that its normal use or possession of the Software, excluding Products and Open Source Software, in the UK and in accordance with this Contract infringes any IPR of any third party and shall indemnify Customer against any damages finally awarded against Customer in respect of such claim and any reasonable costs and expenses incurred by Customer provided that:
9.2.1	it notifies Civica immediately and shall not make any comment or admission to any third party in respect thereof;
9.2.2	Civica is given complete control of such claim, all information and assistance as Civica reasonably requires at Civica’s cost, and Customer does not prejudice the defence of such claim; and
9.2.3	the claim does not arise as a result of (i) any circumstances set out at Clause 8.4; and/or (ii) breach of Clause 4.
9.3	In the event that a claim as contemplated by Clause 9.2 is made or in Civica’s opinion is likely to be made, Civica may at its option:
9.3.1	procure the right for Customer to continue to use the Software affected;
9.3.2	change or replace all or any part of the Software; or
9.3.3	terminate this Contract immediately on written notice in respect of the affected Software.
9.4	Clauses 9.2 and 9.3 state the entire liability of Civica to Customer in respect of any claim as contemplated by Clause 9.2.
10.	 Data Protection
10.1	Customer shall, as a Controller, comply with the GDPR and in particular in respect of all Personal Data it passes to Civica acting as a Processor.
10.2	Civica shall, as a Processor, comply with the GDPR in respect of all Personal Data processed on behalf of the Customer in accordance with the Contract.  Civica carries out certain processing activities on behalf of the Customer in performing the Services.
10.3	In interpreting the GDPR the parties shall have regard to all guidance and codes of practice issued by the ICO and any other body with regulatory authority in relation to the Processing.
10.4	The parties agree that if there are changes to the GDPR or related guidance from the ICO in relation to the Processing during the term of this Contract which require either party to take additional steps to enable compliance with GDPR, the parties shall review the provisions of this Contract and shall negotiate in good faith to agree appropriate changes to them.
10.5	The parties undertake to each other that they shall comply with GDPR in relation to their collection and processing, respectively, of Personal Data in connection with the Services.
10.6   Each party shall provide the other with the name and contact details of its data protection contact, who is responsible for data protection matters on a day-to-day basis as applicable to the Services.
10.7   To the extent Civica Processes, Personal Data, on behalf of the Customer in connection with the Services clauses 10.8 – 10.9 shall apply to the Processing.
Processing Data
10.8    Civica (as Processor) shall:
           10.8.1	process the Personal Data only on the instructions of the Customer;
           10.8.2     not transfer the Personal Data outside of the EEA unless it has appropriate safeguards in place;
           10.8.3   ensure that its staff who Process the Personal Data have had the necessary training regarding the handling and security of Personal Data and have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
           10.8.4     take all measures required pursuant to Article 32 of GDPR, in particular:
             (i)	implement and maintain suitable and appropriate technical and organisational measures and controls to prevent unauthorised or unlawful processing of Personal Data and accidental loss, destruction, damage, theft, use or disclosure of such Personal Data, and shall protect against any security threats to the Personal Data and detect and prevent unauthorised processing of or access to the Personal Data; 
            (ii)	comply with its Information Security Standards or the Customer’s which the processor has agreed to follow;
            (iii)	install and maintain all necessary software updates to ensure compliance of Article 32 and will give  notice to the Customer of such updates which affect the Services;
            (iv)	in assessing the appropriate level of security, take into account the risks that are presented by the Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise Processed; and
            (v)	take such steps to ensure that any person acting under the authority of the Processor who has access to the Personal Data does not Process such Personal Data except in respect of the Services, unless he or she is required to do so by law
          10.8.5   where the Processor engages another processor for carrying out specific processing activities on behalf of the Customer (a sub-processor), impose the same data protection obligations as required by GDPR on the sub-processor by way of a written contract.  Where the sub-processor fails to fulfil its data protection obligations, the Processor shall remain fully liable to the Customer for the performance of the sub-processor’s obligations.  Civica shall not use a sub-processor without the Customer’s consent save for where it uses its group of companies under clause 10.9.1 or a hosting provider under clause 10.9.2;
          10.8.6    on request from the Customer, and subject to the Customer paying Civica’s reasonable costs in collating any such data, assist in any Data Subject requests and/or any co-operation under Article 28(3)(f) of GDPR;
          10.8.7    	at the choice of the Customer, destroy, anonymise or return all the Personal Data to the Customer after the end of the provision of Services relating to the Processing, and delete all copies unless storage of the Personal Data is required by law and/or to carry out contractual obligations and on request provide written confirmation that it has done so;
           10.8.8	make available to the Customer all information necessary to demonstrate compliance with the obligations set out in this clause 10.8;
           10.8.9	inform the Customer if, in its opinion, an instruction infringes GDPR;
           10.8.10	notify the Customer as soon as possible after becoming aware of either:
                         	10.8.10.1	          a Personal Data Breach; 
10.8.10.2	any Personal Data Breach notification, complaint or other notice or communication in relation to the Processing or either party’s compliance with GDPR.
Civica will not directly respond to any such Personal Data Breach notification, complaint, notice or communication unless required by applicable law.
10.9	Civica (as Processor) may:
10.9.1	use any of its group of companies to deliver part of the Services to the Customer and provided Civica complies with clause 10.8.5 and has the appropriate safeguards in place may share Personal Data as part of this delivery; and/or
10.9.2	use a hosting provider to host data within the EEA.
Customer consents
10.10	The Customer acknowledges and agrees that the Processing to be carried out by Civica in the course of providing the Services in accordance with this Contract is done on documented instructions from the Customer.
10.11	The Customer shall ensure it has a legal basis to process and has fulfilled all its obligations that entitle it to pass the Personal Data to Civica (including its subcontractors and any other sub-processors including but not limited to its group of companies) so that Civica may lawfully process the Personal Data.
10.12	Where the Processor requires to transfer data outside of the EEA the Customer agrees in writing it may do so, provided the Processor ensures that such transfer meets the requirements of Article 45 (Transfers on the basis of an adequacy decision) or Article 46 (Transfers subject to appropriate safeguards) of GDPR.
10.13	Where the Customer fails to comply with the GDPR, it shall keep Civica indemnified in full and hold Civica harmless against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Civica as a result of, or in connection with, any claim made against Civica in respect of any use of such Personal Data in breach of this Contract arising from Customer’s failure to comply with its obligations.
Freedom of Information
10.14	Where Customer is a public authority and is under a duty to comply with the provisions of the Freedom of Information Act 2000 as amended from time to time, including any related guidance or codes of practice (“FOIA”), Civica shall assist Customer in meeting any requests for information in relation to this Contract in return for a reasonable fee notified by Civica to Customer within 5 Working Days of receipt of any such written request.
10.15	Customer shall consult with Civica prior to disclosing information relating to this Contract to the extent that it is required so to do by the FOIA or under the Transparency Agenda.
10.16	Neither Civica nor Customer shall, in responding to such requests for information or disclosure of this Contract under Clause 10.14, disclose any information which is exempt as described within any provision of the FOIA or that is commercially sensitive information.
11.	Confidentiality
11.1	Both parties shall keep the other party's Confidential Information confidential and unless it has the prior written consent of the other shall:
11.1.1	not use or exploit the Confidential Information in any way except for carrying out its obligations under this Contract;
11.1.2	not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Contract;
11.1.3	not copy, reduce to writing or otherwise record the Confidential Information except as necessary for this Contract; and
11.1.4	not use, reproduce, transform, or store the Confidential Information in an externally accessible computer system or transmit it in any form or by any means whatsoever outside of its usual places of business.
11.2	A party may disclose Confidential Information to the extent required by law, 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 this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 11.2 it takes into account the reasonable requests of the other party in relation to the content of this disclosure.
11.3	If either party becomes aware of a breach of this clause it shall promptly notify the other and give all reasonable assistance in dealing with such breach.
12.	Payment Terms
12.1	All prices referred to in this Contract are expressed in British Pounds Sterling and are exclusive of Value Added Tax which is payable by Customer in accordance with the then current legislation.
12.2	The Charges will be paid in accordance with Schedule 2.  Unless payments are specified in Schedule 2 as being due on specific dates, or in advance of a date or event, all invoices shall be due for payment within 30 days of the date of the invoice(s).
12.3	Where services are provided on a time and materials basis they will be at the rates current at the time of provision of the service. Where specific daily rates are quoted these are only valid for 6 months following the date of signing this Contract (or any later date noted in Schedule 2). Unless otherwise stated in Schedule 2, invoices for work carried out on a time and materials basis will be raised monthly in arrears based on time actually worked on the chargeable activities covered by this Contract (as recorded by Civica staff on Civica’s internal systems).
12.4	Any Service provided outside of a Working Day will be chargeable at the then current time and materials rates plus 50%.
12.5	If the provision of the Implementation Services is cancelled, suspended or deferred under Clause 6.5 Civica will: 
12.5.1	be entitled to payment by Customer for all work done up to such deferment cancellation or suspension (including payment of the Initial Licence Charges); and  
12.5.2	where able redeploy such staff but in the event the days cannot be re-assigned Civica may charge for these. The rates chargeable for cancellation or deferment where there is: (i) less than 48 hours’ notice is 100% per day; (ii) less than 7 days’ notice is 75% per day; and (iii) more than 7 days’ notice is 50% per day; together with any expenses already incurred or non-refundable e.g. train or air fares.
12.6	In the event installation of any Software is delayed by Customer, for 3 months or more, then Civica reserves the right to invoice the relevant Charges to Customer for payment.  Any costs incurred by Civica as a result of Customer deferring the Software or Services under this Contract e.g. Product charges, will be invoiced on such notice of deferment.  Where Civica is able without liability to defer such orders for Products it will do so.
12.7	Civica may increase its Charges in line with the then current prices of Civica and its suppliers, as follows:
12.7.1	except for third party costs, the percentage increase may be applied not more than once per year or as otherwise agreed in Schedule 2 and shall not exceed the percentage annual increase (if any) of the United Kingdom rate of the retail prices index as published by the Office for National Statistics; and
12.7.2	in respect of third party costs over which Civica has no control (for example energy; Microsoft licensing; CRC Energy Efficiency Scheme; charges) the percentage increase shall match the increase applied by the third party, as detailed in Clause 12.8.
12.8	Civica may increase the charges at any time to take into account third party costs, over which Civica has no control (for example energy; Microsoft licensing; CRC Energy Efficiency Scheme; charges) and apply the increase to the charges to match the increase applied by such third party, in respect of that element of the charges.  Civica may not apply such increase retrospectively and will not pass on such increase to Customer where the increase is less than 3% of the third party element.  On request Civica shall provide evidence of such increase applied by the third party.
12.9	Unless specifically shown as inclusive of expenses in Schedule 2, all prices referred to in this Contract are exclusive of transport, travel, subsistence or out of pocket expenses incurred by Civica in carrying out the Services. Such reasonable expenses will be charged to Customer in accordance with Civica’s expenses policy.
12.10	Where the Customer requires a purchase order to be raised in order to facilitate payment of invoices, the Customer agrees to raise such purchase order in a timely fashion so as not to delay payment of Civica invoices in accordance with this Clause 12.10  Notwithstanding this, the Customer agrees that any failure to raise a purchase order does not prevent Civica from raising invoices and any delay or lack of a purchase order does not relieve the Customer from paying valid invoices. Civica reserves the right (in addition to any other remedies which may be available to it) to charge an administrative fee on overdue amounts on a daily basis from the original due date at the rate of £500 per day, the Customer agrees that such administrative fee is a genuine pre-estimate of the cost and loss suffered by Civica for late payment of invoices. 
12.11	If the use of the Software or Products or Services exceeds the usage restrictions shown in Schedule 1 at any time Civica may charge Customer the additional usage fees retrospectively and increase the applicable Charges to take into account the additional usage. 
13.	Limits of Liability
13.1	Neither party excludes or limits liability to the other party for:
13.1.1	death or personal injury arising from its negligence; or
13.1.2	any breach of any obligations implied by section 12 of the Sale of Goods Act 1979; or
13.1.3	fraud or fraudulent misrepresentation;
to the extent such limitation or exclusion is unlawful.
13.2	Each party's liability to the other in respect of any loss of, or damage to, physical property of the other whether in contract, tort (including negligence) or otherwise arising from, or in connection with, this Contract shall be limited to £1,000,000 in the aggregate.
13.3	Notwithstanding anything to the contrary in this Contract, but subject to Clause 13.1 neither Civica nor Customer shall be liable to the other for any of the following (whether or not the party being claimed against was advised of, or knew of, the possibility of such losses) whether arising from negligence, breach of contract or otherwise:
13.3.1	loss of profits, loss of business, loss of revenue, loss of contract, loss of goodwill, loss of anticipated earnings or savings (whether any of the foregoing are direct, indirect or consequential loss or damage); or
13.3.2	loss of use or value of any data or equipment including software, wasted management, operation or other time (whether any of the foregoing are direct, indirect or consequential); or
13.3.3	any indirect, special or consequential loss or damage; or
13.3.4	the poor performance, or lack of connectivity, or lack of availability of the Internet or telecommunications or hardware;
13.3.5	loss or damage to the other party's or any third party’s data or records.
13.4	Except where liability arises under Clauses 13.1 or 13.2 and subject to Clause 13.3 Civica’s total aggregate liability in or for breach of contract, negligence (as defined in Section 1(1) Unfair Contract Terms Act 1977), misrepresentation (excluding fraudulent misrepresentation), tortious claim (including breach of statutory duty), restitution or any other cause of action whatsoever relating to or arising under or in connection with this Contract (including performance, non-performance or partial performance), and including liability expressly provided for under this Contract shall not exceed 125% of the price paid or payable for the Services during the 12 months preceding the date on which the claim arose.
13.5	Except as expressly provided otherwise by these terms and conditions or as otherwise expressly agreed in writing between the parties, all other representations, conditions, warranties and other terms are excluded (including any statutory implied terms as to satisfactory quality, fitness for purpose and conformance with description) save to the extent that the same are not capable of exclusion at law.
13.6	Notwithstanding Clause 4.2.5 Civica shall have no liability or obligations to Customer’s outsource provider (if any).
14.	Corruption
14.1	Civica shall not:
14.1.1	offer, give or agree to give to any person working for or engaged by Customer any fee, gift, reward or other consideration of any kind, which could act as an inducement or a reward for any act or failure to act connected to this Contract, or any other agreement between Civica and Customer including its award to Civica and any of the rights and obligations contained within it; nor
14.1.2	offer, give or agree to give any fee, gift, reward or other consideration to any person the receipt of which is an offence under Sub-section (3) of Section 117 of the Local Government Act 1972; nor
14.1.3	enter into this Contract if it has knowledge that, in connection with it, any money has been, or will be, paid to any person working for or engaged by Customer by or for Civica, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to Customer before signing this Contract.
14.2	If Civica (including any Civica employee or agent, in all cases whether or not acting with Civica's knowledge) breaches Clause 14.1, or the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010 in relation to this Contract or any other contract with Customer, Customer may terminate this Contract by written notice with immediate effect and to recover from Civica the amount of any loss resulting from such cancellation.
14.3	Any termination under Clause 14.2 shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to Customer.
15.	Statutory and Other Regulations
15.1	Civica shall in all matters arising in the performance of the Contract conform with all Acts of Parliament and with all orders, regulations, and byelaws made with statutory authority by Government Departments or by local or other authorities that shall be applicable to this Contract. Civica shall not in the performance of this Contract in any manner endanger the safety, unlawfully interfere with or cause the inconvenience of the public. The cost to Civica of meeting the requirements of this clause shall be included in the Charges except as provided under Clause 15.2.
15.2	If the cost to Civica of the performance of the Contract shall be increased or reduced by reason of the making after the date of this Contract of any law or any order, regulation or bye-law having the force of law that shall be applicable to this Contract (other than any tax upon profits or revenue), the amount of such increase or reduction shall be added to or deducted from the Charges.
16.	Termination
16.1	Civica may suspend its obligations under this Contract including providing Support Services, or may terminate Customer's Software licence and/or the Contract at any time upon written notice to Customer, if Customer fails to pay any Charges due under the Contract for 28 days after the due date for payment or is in breach of Clause 4 (Software Licence) or Clause 21.4 (Assignment).
16.2	Either party may terminate this Contract (which right shall also extend to the right to terminate any Software licence granted under Clause 4) forthwith at any time by giving notice in writing to the other party if:
16.2.1	the other party commits any material breach of this Contract (other than Customer’s obligation to pay under the Contract which is addressed by Clause 16.1 above) provided that if the breach is remediable then the notice of termination shall not be effective unless the party in breach fails within thirty (30) days of the date of such notice to remedy the breach complained of; or
16.2.2	if one party serves notice on the other in accordance with Clause 2.1.1, any Charges paid in advance shall not be refunded; or
16.2.3	one party suffers for a period of 30 consecutive days or more a Force Majeure event; or
16.2.4	the other party ceases to carry on business or a substantial part thereof, commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation whether compulsory or voluntary other than for the purposes of amalgamation or reconstruction or compounds with its creditors generally or has a receiver or manager appointed over all or any part of its assets or suffers execution or distress or takes or suffers any similar action in consequence of debt or becomes unable to pay its debts as they fall due or other similar event.
16.3	Customer may terminate this Contract in accordance with Clause 14.2.
16.4	The accrued rights and remedies of the parties as at termination shall not be affected.
17.	Consequences of Termination
17.1	Upon termination of this Contract, Customer shall immediately cease using the Software and Services, deleting all relevant Software and data from both Customer’s machines and backup media and upon request provide Civica with written confirmation of deletion.
17.2	Upon termination of this Contract, Customer shall immediately deliver up to Civica:
17.2.1	the Software and any copies thereof, any related manuals and documentation; and
17.2.2	not used, and
17.2.3	all copies of Civica’s Confidential Information and copies of programs, manuals and documentation used by Civica for the purpose of providing the Services.
17.3	Throughout the duration of this Contract, the Customer can extract business data from Cx. Upon termination of this Contract, Civica shall - following a request for assistance with data extraction, a period of scoping, agreement of an exit plan and chargeable extraction service - immediately deliver to Customer any copies of Customer’s Confidential Information and data in its possession that Customer requests are returned in a standard format agreed with Civica
17.4	In the event Customer fails to comply with its obligations under Clause 17.2, Civica shall be entitled to retake possession, by entry into any sites or otherwise, of the Software, and the Civica Confidential Information and any related manuals and documentation.
17.5	Termination will not discharge Customer from any payment obligation under this Contract, or from payment of sums already due, or, in the case of termination under Clause 16.1 or 16.2 from payment of any sums which would necessarily have become due if the licence had not been terminated.
17.6	Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
18.	Dispute Resolution
18.1	All disputes arising out of or under this Contract that are not resolved by Customer Service Manager and Civica Service Manager shall be escalated internally by both parties for resolution. Second level escalation is to Customer and Civica Service Manager’s managers and then third level is to that manager’s manager (being executive level or above). If the parties fail to settle the dispute within 30 days of the third level escalation, or such longer period as the parties may agree, the dispute may be referred to ADR as below.
18.2	In the event a dispute is not settled by negotiation between executive representatives of the parties under Clause 18.1 within three (3) months of notification of a dispute by either party to the other, then either party may serve notice in writing (“ADR Notice”) to the other requesting a mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure (“the Model Procedure”).  The procedure in the Model Procedure will be amended to take account of any relevant provisions in this Contract and any other agreement which the parties may enter into in relation to the conduct of the mediation (“Mediation Agreement”).
18.2.1	The mediation will take place in England and the language of the proceedings will be English;
18.2.2	The Mediation Agreement shall be governed by and construed and take effect in accordance with English Law;
18.2.3	The courts of England shall have exclusive jurisdiction to settle any claim, dispute or matter of difference which may arise out of or in connection with the mediation;
18.2.4	The mediation will commence not later than three (3) months after the date of the ADR Notice.
18.3	No party may commence any court proceedings or arbitration in relation to any dispute arising out of this Contract until the parties have attempted to settle such dispute under this Clause 18.
19.	Audit
19.1	Subject to reasonable notice Civica will provide information that Customer reasonably requests in order to meet its audit requirements.
19.2	Civica reserves the right to make a reasonable charge if Customer requires Civica to hold and make available information that is not covered by normal accounting practices and would not normally be made available by a commercial organisation.
20.	Notices
20.1	Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business.  In the case of Civica notices shall be addressed for the attention of Group Commercial Director.
20.1.1	Any notice or communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by prepaid first-class post at 9.00 am on the third day after posting, or if delivered by commercial courier on the date and at the time that the courier's delivery receipt is signed.
20.1.2	For the purposes of this clause "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
21.	General
21.1	This Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into this Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Contract. Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation.
21.2	Schedule 3 includes a change control procedure.  Either party may at any time request a change to this Contract and the Services.  No variation of this Contract, including any additional terms and conditions, shall be binding unless it is in writing and signed by each of the parties (or their duly authorised representatives).
21.3	No failure or delay in exercising any remedy or right under this Contract will operate as a waiver of it, nor will any single or partial exercise of it preclude any further exercise or the exercise of any remedy or right under this Contract or otherwise.
21.4	Neither party may assign the benefit of this Contract nor any interest except with the prior written consent of the other (such consent not to be unreasonably withheld), save that Civica may assign this Contract at any time to any member of the Civica group of companies.
21.5	The provisions of this Contract shall be severable in the event that any of its provisions are held by a court of competent jurisdiction or other applicable authority to be invalid, void or otherwise unenforceable and the remaining provisions shall remain enforceable to the fullest extent permitted by law.  However, if the severed provision is essential and material to the rights or benefits received by either party, the parties shall use their best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects their intent in entering into this Contract.
21.6	The Contracts (Rights of Third Parties) Act 1999 is excluded, by the agreement of all the parties to this Contract, from applying to this Contract to the maximum extent permitted by law.  No term of this Contract is enforceable by any person who is not a party to it, whether in accordance with such Act or otherwise.  This clause shall prevail in the event of any conflict between it and anything else in this Contract.
21.7	Nothing in this Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way. 
21.8	Neither party will be liable to the other for any failure or delay or for the consequences of any failure or delay in performance of this Contract, excluding Customer’s obligation to pay the Charges, if it is due to Force Majeure.  The party subject to such event shall, as soon as practicable, give notice of the event to the other party, such notice to include a reasonable forecast of the duration of the Force Majeure.  If such delay or failure continues for at least 30 days, either party shall be entitled to terminate this Contract in accordance with Clause 16.2.3.
21.9	Until six months after termination of this Contract, neither party will solicit the employment nor services of any senior personnel of the other party who has been engaged in connection with this Contract; solicitation in this context shall not include any personnel responding to open advertisements published.  Liquidated damages for breach of this provision will be equal to the gross salary or fees of that person for the first six months of his/her new employment or contract.  The parties agree that such sum is a genuine pre-estimate of the costs which the party previously employing or contracting with the individual will incur in finding and training a replacement for that person.
21.10	This Contract 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 English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England.