REATTENDANCE SERVICE TERMS VERSION 1.1 (14 SEPTEMBER 2020)
The Reattendance Service Terms are to be used ONLY together with a Reattendance Work Order (“RWO”) which references this particular version of the terms specifically. A copy is available on request. Capitalised terms used in these Reattendance Service Terms and rules of interpretation are set out in the RWO and in Clause 17 below.
1. COMMENCEMENT AND DURATION
1.1 The Agreement shall commence on the Start Date and shall continue, unless terminated earlier in accordance with Clause 11 , until the End Date, when it shall terminate automatically without notice.
2. REATTENDANCE’S RESPONSIBILITIES
2.1 Reattendance shall use reasonable endeavours to undertake the Services, and deliver the Deliverables to the Customer, in accordance with the Agreement in all material respects.
2.2 Reattendance shall use reasonable endeavours to meet any performance dates specified within the definition of Services but any such dates shall be estimates only and time for performance by Reattendance shall not be of the essence of the Agreement.
2.3 Reattendance shall appoint a manager for the Services, such person as identified as Reattendance Manager. That person shall have authority to contractually bind Reattendance on all matters relating to the Services (including by signing Change Orders). Reattendance may replace that person from time to time where reasonably necessary in the interests of Reattendance’s business.
3. CUSTOMER’S OBLIGATIONS
3.1 The Customer shall:
3.1.1 co-operate with Reattendance in all matters relating to the Services;
3.1.2 appoint a manager for the Services, such person as identified as the Customer Manager. That person shall have the authority to contractually bind the Customer on matters relating to the Services (including by signing Change Orders);
3.1.3 provide, for Reattendance, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as required by Reattendance;
3.1.4 provide to Reattendance in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third party) required by Reattendance in connection with the Services and ensure that they are accurate and complete;
3.1.5 inform Reattendance of all health and safety and security requirements that apply at any of the Customer’s premises;
3.1.6 ensure that all the Customer’s Equipment is in good working order and suitable for the purposes for which it is used;
3.1.7 obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Reattendance to provide the Services, the use of all Customer Materials and the use of the Customer’s Equipment, in all cases before the date on which the Services are to start;
3.1.8 comply with the Other Customer Obligations.
3.2 If Reattendance’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, Reattendance shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.
4.1 The Customer shall not, without the prior written consent of Reattendance, at any time from the Start Date to the expiry of 12 months after the termination or expiry of the Agreement, solicit or entice away from Reattendance or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Reattendance in the provision of the Services.
4.2 Any consent given by Reattendance in accordance with Clause 4.1 shall be subject to the Customer paying to Reattendance a sum equivalent to 20% of the then current annual remuneration of Reattendance’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.
5. CHANGE CONTROL
5.1 Either party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until a “Change Order” has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:
5.1.1 the Services;
5.1.2 Reattendance’s existing charges;
5.1.3 the timetable of the Services; and
5.1.4 any of the terms of the Agreement.
5.2 If Reattendance wishes to make a change to the Services it shall provide a draft Change Order to the Customer.
5.3 If the Customer wishes to make a change to the Services:
5.3.1 it shall notify Reattendance and provide as much detail as Reattendance reasonably requires of the proposed changes, including the timing of the proposed changes; and
5.3.2 Reattendance shall, as soon as reasonably practicable after receiving the information at Clause 5.3.1 , provide a draft Change Order to the Customer.
5.4 If the parties:
5.4.1 agree to a Change Order, they shall sign it and that Change Order shall amend the Agreement; or
5.4.2 are unable to agree a Change Order, the Change Order shall not be implemented.
5.5 Reattendance may charge for the time it spends on preparing and negotiating Change Orders which implement changes proposed by the Customer pursuant to Clause 9.3 on a time and materials basis at Reattendance's then daily rates.
6. CHARGES AND PAYMENT
6.1 In consideration of the provision of the Services by Reattendance, the Customer shall pay the Charges.
6.2 Where the Charges are calculated on a time and materials basis:
6.2.1 Reattendance’s daily fee rates for each individual person (which will be provided by Reattendance) are calculated on the basis of an eight-hour day, worked during Business Hours;
6.2.2 Reattendance shall be entitled to charge an overtime rate of:
(a) 150% of that daily fee rate on a pro rata basis for any time worked by individuals whom it engages on the Services outside Business Hours on Monday to Friday inclusive; and
(b) 200% of that daily fee rate on a pro rata basis for any time worked by individuals whom it engages on the Services outside Business Hours on Saturday and Sunday; and
6.2.3 Reattendance shall ensure that every individual whom it engages on the Services completes time sheets to record time spent on the Services, and Reattendance shall indicate the time spent per individual in its invoices.
6.3 The Charges exclude the following which shall be payable by the Customer monthly in arrears, following submission of an appropriate invoice:
6.3.1 the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Reattendance engages in connection with the Services; and
6.3.2 the cost to Reattendance of any materials or services procured by Reattendance from third parties for the provision of the Services as such items and their cost are approved by the Customer in advance from time to time.
6.4 Reattendance shall invoice the Customer for the Charges at the intervals specified in the Billing Arrangements. If no intervals are so specified Reattendance shall invoice the Customer at the end of each month for Services performed during that month.
6.5 The Customer shall pay each invoice submitted to it by Reattendance within 7 days of receipt to a bank account nominated in writing by Reattendance from time to time.
6.6 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Reattendance any sum due under the Agreement on the due date:
6.6.1 the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 6.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and/or
6.6.2 Reattendance may suspend all or part of the Services until payment has been made in full.
6.7 All sums payable to Reattendance under the Agreement:
6.7.1 are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
6.7.2 shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. INTELLECTUAL PROPERTY RIGHTS
7.1 In relation to the Deliverables (if any):
7.1.1 Reattendance and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Customer Materials;
7.1.2 Reattendance grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Agreement to copy and modify the Deliverables (excluding the Customer Materials) for the purpose of receiving and using the Services and the Deliverables in its business; and
7.1.3 the Customer shall not sub-license, assign or otherwise transfer the rights granted in Clause 7.1.2 .
7.2 In relation to the Customer Materials, the Customer:
7.2.1 and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials; and
7.2.2 grants Reattendance a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Agreement for the purpose of providing the Services to the Customer.
7.3.1 warrants that the receipt and use of the Services and the Deliverables by the Customer shall not infringe any rights of third parties to the extent that infringement results from copying;
7.3.2 shall not be in breach of the warranty at Clause 7.3.1 to the extent the infringement arises from:
(a) the use of the Customer Materials in the development of, or the inclusion of the Customer Materials in any Deliverable;
(b) any modification of the Deliverables or Services, other than by or on behalf of Reattendance; and
(c) compliance with the Customer’s specifications or instructions.
7.4 The Customer:
7.4.1 warrants that the receipt and use of the Customer Materials in the performance of the Agreement by Reattendance, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
7.4.2 shall indemnify Reattendance in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Reattendance arising out of or in connection with any claim brought against Reattendance, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of the Agreement of the Customer Materials.
7.5 Reattendance shall:
7.5.1 notify the Customer in writing of any claim against it in respect of which it wishes to rely on the indemnity at Clause 7.4.2 (“IPR Claim”);
7.5.2 allow the Customer, at its own cost, to conduct all negotiations and proceedings and to settle the IPR Claim, always provided that the Customer shall obtain Reattendance’s prior approval of any settlement terms;
7.5.3 provide the Customer with such reasonable assistance regarding the IPR Claim as is required by the Customer, subject to reimbursement by Reattendance of Reattendance’s costs so incurred; and
7.5.4 not, without prior consultation with the Customer, make any admission relating to the IPR Claim or attempt to settle it, provided that the Customer considers and defends any IPR Claim diligently, using competent counsel and in such a way as not to bring the reputation of Reattendance into disrepute.
8. DATA PROTECTION
8.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
8.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and Reattendance is the processor. The Data Scope sets out the scope, nature and purpose of processing by Reattendance, the duration of the processing and the types of personal data and categories of data subject.
8.3 Without prejudice to the generality of Clause 8.1 , the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Reattendance for the duration and purposes of the Agreement.
8.4 Without prejudice to the generality of Clause 8.1 , Reattendance shall, in relation to any personal data processed in connection with the performance by Reattendance of its obligations under the Agreement:
8.4.1 process that personal data only on the instructions of the Customer unless Reattendance is required by Applicable Law to otherwise process that personal data. Where Reattendance is relying on the laws of a member of the European Union or European Union law as the basis for processing personal data, Reattendance shall promptly notify the Customer of this before performing the processing required by the Applicable Law unless the Applicable Law prohibits Reattendance from so notifying the Customer;
8.4.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
8.4.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
8.4.4 not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(a) the Customer or Reattendance has provided appropriate safeguards in relation to the transfer;
(b) the data subject has enforceable rights and effective legal remedies;
(c) Reattendance complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(d) Reattendance complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
8.4.5 assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
8.4.6 notify the Customer without undue delay on becoming aware of a personal data breach;
8.4.7 at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Agreement unless required or permitted by Applicable Law to store the personal data; and
8.4.8 maintain complete and accurate records and information to demonstrate its compliance with this Clause 8 .
8.5 The Customer consents to Reattendance appointing a third party processor of Personal Data under the Agreement. Reattendance confirms that it has entered or (as the case may be) will enter with the third party processor into a written agreement incorporating terms which are substantially similar to those set out in this Clause 8 and which Reattendance confirms reflect and will continue to reflect the requirements of the Data
9.1 Each party undertakes that it shall not at any time during the Agreement, and for a period of one year after
termination or expiry of the Agreement, disclose to any person any confidential information concerning the
business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 9.2 .
9.2 Each party may disclose the other party’s confidential information:
9.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information
comply with this Clause 9; and
9.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.
10. LIMITATION OF LIABILITY
10.1 Background to the limits and exclusions on Reattendance’s liability. The limits and exclusions in this clause reflect the insurance cover Reattendance has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
10.2 Scope of this clause. References to liability in this Clause 10 include every kind of liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.3 Liabilities which cannot legally be limited. Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
10.3.1 death or personal injury caused by negligence;
10.3.2 fraud or fraudulent misrepresentation; and
10.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.4 Cap on Reattendance’s liability. Subject to Clause 10.3 , Reattendance’s total liability to the Customer:
10.4.1 for damage to property caused by the negligence of its employees and agents in connection with the Agreement shall not exceed £1.000,000 for any one event or series of connected events;
10.4.2 for loss arising from Reattendance’s failure to comply with its data processing obligations under Clause 8 shall not exceed £100,000 and
10.4.3 for all other loss or damage which does not fall within Clause 10.4.1 or Clause 10.4.2 shall not exceed the greater of: (i) £1,000; or (ii) the fees payable by the Customer to Reattendance in the 12 months before the cause of action for such loss or damage first arose.
10.5 Specific heads of excluded loss. Subject to Clause 10.3 , this Clause 10.5 specifies the types of losses that are excluded:
10.5.1 loss of profits;
10.5.2 loss of sales or business;
10.5.3 loss of agreements or contracts;
10.5.4 loss of anticipated savings;
10.5.5 loss of use or corruption of software, data or information;
10.5.6 loss of or damage to goodwill; and
10.5.7 indirect or consequential loss.
10.6 Exclusion of statutory implied term. Reattendance has given commitments as to compliance of the Services with relevant specifications in Clause 2 . In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
10.7 No liability for claims not notified within 12 months. Unless the Customer notifies Reattendance that it intends to make a claim in respect of an event within the notice period, Reattendance shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
11.1 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
11.1.1 the other party commits a material breach of any term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
11.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court”; did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
11.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
11.1.4 the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
11.1.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
11.1.6 an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
11.1.7 the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
11.1.8 a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
11.1.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
11.1.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 11.1.2 to Clause 11.1.9 (inclusive);
11.1.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
11.1.12 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy.
11.2 Without affecting any other right or remedy available to it, Reattendance may terminate the Agreement with immediate effect by giving written notice to the Customer if:
11.2.1 the Customer fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or
11.2.2 there is a change of Control of the Customer (where “Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression “Change of Control” shall be construed accordingly).
12. CONSEQUENCES OF TERMINATION
12.1 On termination or expiry of the Agreement:
12.1.1 the Customer shall immediately pay to Reattendance all of Reattendance’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Reattendance may submit an invoice, which shall be payable immediately on receipt;
12.1.2 the Customer shall return all of Reattendance’s Equipment. If the Customer fails to do so, then Reattendance may enter the Customer’s premises and take possession of Reattendance’s Equipment. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe
12.1.3 Reattendance shall on request return any of the Customer Materials not used up in the provision of the Services.
12.2 On termination or expiry of the Agreement, the following clauses shall continue in force: Clauses, 4 , 6 , 7 , 8 , 9 , 10 , 12 , 13 , 14 , 15 , 16 and 17 .
12.3 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
13. FORCE MAJEURE
13.1 “Force Majeure Event” means any circumstance not within a party’s reasonable control including, without limitation:
13.1.1 acts of God, flood, drought, earthquake or other natural disaster;
13.1.2 epidemic or pandemic;
13.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
13.1.4 nuclear, chemical or biological contamination or sonic boom;
13.1.5 any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
13.1.6 collapse of buildings, fire, explosion or accident;
13.1.7 any labour or trade dispute, strikes, industrial action or lockouts;
13.1.8 non-performance by suppliers or subcontractors; and
13.1.9 interruption or failure of utility service.
13.2 Provided it has complied with Clause 13.3 , if a party is prevented, hindered or delayed in or from performing any of its obligations under the Agreement by a Force Majeure Event (“Affected Party”), the Affected Party shall not be in breach of the Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
13.3 The Affected Party shall:
13.3.1 as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and
13.3.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
13.4 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 6 weeks, the party not affected by the Force Majeure Event may terminate the Agreement by giving 2 weeks written notice to the Affected Party.
14.1 The Agreement is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement.
14.2 Reattendance may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under the Agreement.
14.3 Subject to Clause 5 , no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.4 A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
14.5 The rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
14.6 If any provision or part-provision of the Agreement:
14.6.1 is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement; and
14.6.2 is deemed deleted under Clause 14.6.1 , the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.7 The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
14.8 Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
14.9 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
14.10 The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.
15.1 Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be:
15.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
15.1.2 sent by email to the Customer Contact Email.
15.2 Any notice or communication shall be deemed to have been received:
15.2.1 if delivered by hand, at the time the notice is left at the proper address;
15.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
15.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when business hours resume.
15.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16. GOVERNING LAW AND JURISDICTION
16.1 The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.
16.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.
17. DEFINITIONS AND INTERPRETATION
17.1 The following definitions apply in the Agreement.
17.1.1 “Agreement” means the RWO together with these Reattendance Service Terms.
17.1.2 “Applicable Law” means all applicable laws, statutes and regulations from time to time in force.
17.1.3 “Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business; and
17.1.4 “Business Hours” means 9.00am to 5.00pm Monday to Friday on a Business Day.
17.1.5 “Change Order” is defined in Clause 5.1 .
17.1.6 “Customer's Equipment” means any equipment, including tools, systems, cabling or facilities, provided by the Customer, its agents, subcontractors or consultants which is used directly or indirectly in the supply of the Services including any Specific Customer Equipment.
17.1.7 “Customer Materials” means all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to Reattendance in connection with the Services, including the items provided pursuant to Clause 3.1.4 .
17.1.8 “Data Protection Legislation” means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
17.1.9 “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the
future in any part of the world.
17.1.10 “Reattendance” means Reattendance Limited, English company number 08070386 whose registered office is Cs Innovation Centre, Mewburn Road, Banbury, Oxfordshire, OX16 9PA.
17.1.11 “Reattendance’s Equipment” means any equipment, including tools, systems, cabling or facilities, provided by Reattendance to the Customer and used directly or indirectly in the supply of the Services.
17.1.12 “UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
17.1.13 “VAT” means value added tax or any equivalent tax chargeable in the UK or elsewhere.
17.2 The following rules of interpretation apply in the Agreement.
17.2.1 References to Clauses are to the clauses of these Reattendance Service Terms.
17.2.2 Clause and paragraph headings shall not affect the interpretation of the Agreement.
17.2.3 A reference to:
(a) a “company” shall include any company, corporation or other body corporate, wherever and however incorporated or established; and
(b) a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
17.2.4 Unless the context otherwise requires:
(a) words in the singular shall include the plural and in the plural shall include the singular; and
(b) a reference to one gender shall include a reference to the other genders.
17.2.5 The Agreement shall be binding on, and enure to the benefit of, the parties to the Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
17.2.6 A reference to a statute or statutory provision:
(a) is a reference to it as amended, extended or re-enacted from time to time; and
(b) shall include all subordinate legislation made from time to time under that statute or statutory provision.
17.2.7 A reference to “writing” or “written” includes email.
17.2.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
17.2.9 Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.