Website Hosting terms & conditions 2025

1. Definitions and Interpretations

1.1. In these Terms and Conditions the following words will have the following meanings:

• 1.1.1. “Additional Services” means any further, additional or supplementary services that are agreed to be provided by The Host to the Client which are in addition to the Services set out in the Proposal.
• 1.1.2. “Business Day” means any day other than a Saturday or Sunday and or a recognised bank or public or religious holiday in the Jurisdiction.
• 1.1.3. “Client” means you and any person (including any employee, director, shareholder, agent and or consultant of the Client), or entity (including any successors in title) that enters into a Contract with The Host.
• 1.1.4. “Confidential Information” means any information whatsoever in whatever form or format including but not limited to information in visual, oral, written, recorded and or electronic form and or format and including any drafts, templates or samples belonging or relating to either Party, its business affairs, its commercial purpose, its costs, charges and or fees which is not in the public domain and if either Party has marked such as confidential or proprietary, or has been described as confidential (either orally or in writing), or due to its character, substance or nature, a reasonable person in a similar position to its recipient and under comparable circumstances would treat it as confidential and or of a commercial sensitive nature.
• 1.1.5. “Contract” means the agreement between The Host and the Client for the provision of Services as agreed and set out in the Proposal and which is governed and regulated under and in accordance with the terms and conditions.
• 1.1.6. “The Host” or “The Company” means Qoob Limited, a company registered in England and Wales with a registered office address at Unit 1, Swallow Court, Kettering Parkway, Kettering, Northamptonshire, NN15 6XX and a company registration number of 13202578. The Host will also include any successors in title and any alterations to its registered office.
• 1.1.7. “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time-to-time in the UK including the GDPR; 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).
• 1.1.8. “Force Majeure” and or “Event of Force Majeure” means any event affecting the performance by The Host of their obligations, requirements and or responsibilities under the Contract and these Terms and Conditions that is beyond The Host’s reasonable control including but not limited to, any strikes, lock-outs or other industrial action affecting a third party, any terrorist action or threat of terrorist action, civil commotion, riot, crowd disorder, invasion, war, threat of or preparation for war, fire, explosion, storm, flood, earthquake, epidemic, pandemic or other natural physical disaster, any legislation, regulation, rule or ruling of a government, court or any competent authority, or failure of a utility service including but not limited to electricity, power, gas, water or telephone or communication service including but not limited to the internet.
• 1.1.9. “Jurisdiction” means exclusively England and Wales.
• 1.1.10. “Parties” means both The Host and the Client and “Party” means either The Host or the Client as the context permits.
• 1.1.11. “Proposal” means the detail of the proposed Services (including but not limited to time-frames, payment, scope, designs and content) to be provided by The Host to the Client.
• 1.1.12. “Services”or “Hosting Service” means the collective components of the Host’s hosting service laid out which includes, but is not limited to, the provision of internet connectivity, bandwidth, website storage, software, DNS services, email accounts and data backups, in combination with the Client’s chosen Hosting Package and can refer either to those components as a whole or to specific parts as the context may require
• 1.1.13. “Terms and Conditions” means these Terms and Conditions and any subsequent and or amended version thereof.
• 1.1.14. “VAT” means Value Added Tax as set out in the Value Added Tax Act 1994
• 1.1.15 “Account” means the details of the Client that are required and held by the Host to facilitate the provision of the Service to the Client including, but not limited to, identification and location details, payment details, username and password, and details of the Service provided to the Client;
• 1.1.16: “Website (or Platform)”
  means any internet-facing or internal web-based software solution supplied or hosted by the Host for the Client under this Agreement, whether described as a website, web application, SaaS portal, intranet, API, dashboard or similar, and includes:

• • (a) all front-end and back-end code (for example PHP / Laravel, Node.js, Python, React, Vue or comparable frameworks);
  • (b) associated databases, configuration and environment files;

• 1.1.17 “Hosting Hardware” means all computer and networking equipment used by the Host in the provision of the Service including, but not limited to, servers and network infrastructure;
• 1.1.18 “Hosting Package” means one of the Service packages described by the Host’s and generally refers to the package selected by the Client;
• 1.1.19 “Order” means an order placed by the Client with the Host for the provision of the Service which shall contain details of the Client’s chosen Hosting Package; and

1.2. The headings used in these Terms and Conditions are for convenience only and they have no effect upon any interpretation of these Terms and Conditions.

1.3. Words importing the singular shall include the plural and vice versa.

1.4. Reference to any gender will include all genders.

1.5. References to the person or individual includes any firm, company or entity having legal personality and vice versa.

1.6. References to “writing” or “in writing” or “written” includes but is not limited to any communication affected by electronic transmission or similar means.

1.7. Any reference, either expressly or by implication, to any statute, law, act of the U.K. parliament, statutory instrument, enactment and or regulation, will also include any variation, amendment, modification or replacement thereof.

2. The Hosting & Maintenance Services

2.1 Once the Client’s Order has been placed and processed the Host will use its best endeavours to commence provision of the Service as soon as reasonably possible. In any event the provision of the Service will commence no later than 15 Business Days after completion of the Order.

2.2 In the event that the provision of the Service is delayed by more than 15 Business Days from completion of the Order the Host will contact the Client, giving the Client the option of waiting for a further 15 Business Days or receiving a full refund of all Fees paid. In the event of further delay, the process in this sub- clause 2.2 shall be repeated.

2.3 The Host is under no obligation to provide any Service that is not set out in the Client’s Order and the relevant Hosting Package unless the Host and Client enter into a new written Agreement for the provision of additional services.

2.4 The Host may, in its sole discretion, alter, improve or otherwise modify the Service provided that any such change will not significantly alter the provision of the Service to the Client or result in the removal of any features or services that form part of the Hosting Package. The Client will be notified no later than 15 Business Days in advance of any planned changes and will receive full documentation of any action required on their part. No alterations to the Service shall affect the Fees payable by the Client.

2.5 Notwithstanding the provisions of sub-clause 2.4 the Host may take any action necessary to address or repair faults in Hosting Hardware or Host Software without any prior notice to the Client. If such faults or remedial action results in an interruption to the provision of the Service the Client will be notified in accordance with the provisions of clause 3 of this Agreement.

2.6 The Host will provide regular Maintenance, Updates and Back-ups:

2.6.1 Routine Software Updates: The Host will apply available updates, patches and minor-version upgrades to the Hosting Hardware, Host Software and any standard CMS platform, theme or plug-in used by the Client Website:

Version upgrades that may affect design, functionality or licensed components are excluded and will be quoted as Additional Services on request.

2.6.2 Back-up Schedule: The Host shall take an automated full back-up (files and database) of the Client Website at regular intervals.

Back-ups for WordPress and Drupal sites are:

• Daily: every day, retained for 4 days
• Weekly: every Sunday, retained for 4 weeks 
• Monthly: on the 1st of the month, retained for 4 months

2.6.3 Planned Maintenance Windows Where planned maintenance is likely to cause an interruption of more than ten (10) minutes, the Host will give the Client not less than forty-eight (48) hours’ written notice. Planned maintenance carried out within the notified window shall not count towards the downtime limits in clause 3.2.

2.6.4 Client Responsibilities The Client shall (i) refrain from installing unlicensed or unsupported plug-ins, (ii) keep local copies of content added between scheduled back-ups if business-critical, and (iii) co-operate promptly if the Host requests temporary suspension of log-ins to perform urgent maintenance.

2.6.5 The Client shall inform the Host prior to installing any plug-ins or updates themselves to the website, failure to do so may incur additional fees for investigation and maintenance to ensure performance remains optimal

2.6.6 Liability for Custom Code The Host is not responsible for defects or security issues arising from bespoke code, third-party themes or plug-ins supplied by the Client unless the parties agree in writing to a separate maintenance package covering such items.

2.6.7 Any issues that arise from The Client making any amendments to the website, installing any plugins or updates etc which cause issues with website performance that require The Host to investigate and/or remedy will incur additional fees

2.6.8 Survival and Interaction with Clause 12:  Back-ups retained under this clause are subject to the data-retention timetable in clause 12.5 as amended (30-day grace period). After that point the Host may permanently delete all back-ups without liability.

2.7 Data Protection (UK GDPR)

2.7.1 Roles
For the purposes of the UK General Data Protection Regulation (“UK GDPR”) and the Data Protection Act 2018, the Client is the data controller and the Host is the data processor when processing any Personal Data contained in the Client Website or Client Data.

2.7.2 Governing agreement
The parties shall comply with the Data Processing Agreement (“DPA”) appended to these Terms. If the DPA and these Terms conflict, the DPA prevails.

2.7.3 Host responsibilities
The Host shall:
  (a) process Personal Data only on the Client’s documented instructions (including any settings the Client selects in the Control Panel);
  (b) implement and maintain appropriate technical and organisational security measures
  (c) promptly notify the Client, and in any event within 24 hours, on becoming aware of a Personal-Data Breach;
  (d) assist the Client, so far as reasonably possible, in responding to data-subject requests or supervisory-authority enquiries that relate to the Hosting Services;
  (e) maintain the records and certifications required by Article 30 UK GDPR and, on request, provide copies to the Client;
  (g) on termination or expiry, delete or return Personal Data in accordance with clause 12.5 (Data-retention timetable)

2.7.4 Client responsibilities
The Client shall:
  (a) ensure it has a valid legal basis to process the Personal Data hosted under this Agreement and has provided all notices required by Articles 13-14 UK GDPR;
  (b) keep all login credentials secure and implement any additional security options (e.g. MFA) made available by the Host;
  (c) not upload or instruct the Host to process Personal Data that is unlawful, excessive or irrelevant to the Website’s legitimate purpose;
  (d) promptly notify the Host if any Personal Data processed under this Agreement becomes subject to a restriction, objection, erasure request or other measure that affects the Host’s ability to comply with its obligations.

2.7.5 International transfers
The Host shall not transfer Personal Data outside the UK or EEA unless it has first put in place a lawful transfer mechanism (e.g. UK-IDTA, EU SCCs plus UK Addendum) and informed the Client in writing.

2.7.6 Liability
Any liability arising from a breach of this clause 2.7 is subject to the liability cap and exclusions, save that neither party excludes or limits liability for fines imposed directly upon it by the ICO that were caused by its own breach of UK GDPR.

3. Availability of Service

3.1  The Host will use its reasonable endeavours to ensure that the Service is provided to the Client on a constant, uninterrupted basis throughout the Term of this Agreement.

3.2  Notwithstanding sub-clause 3.1, the Host shall not be liable for Hosting Hardware downtime or interruptions to the provision of the Service where such downtime or interruptions last for no more than 48 hours

3.3 Where the Service is unavailable for more than 48 hours the Host will contact the Client and provide reasons for the interruption or, where this is not possible due to an undiagnosed problem, state that the problem is undiagnosed but is being investigated.

3.4 Where Service interruption due to Hosting Hardware failure cannot be remedied within 3 Business Days the Host shall:

3.4.1  Transfer the Client Website to alternative Hosting Hardware in order to restore the provision of the Service; or where this is not possible

3.4.2  Notwithstanding sub-clause 8.1.1, from the end of the initial 48-hour period of Service interruption, keep a record of the number of whole days of Service interruption. Upon restoration of the Service, any partial days shall be rounded up and the Host will reimburse the Client for the interrupted period. The reimbursement will be calculated on a pro-rata basis and shall be paid to the Client within 14 Business Days.

3.5 Where the provision of the Service is interrupted through the fault of any third party, the Host shall bear no responsibility or liability.

3.6 Where the provision of Service is interrupted through the fault of the Client, the Host shall bear no responsibility or liability.

4. Fees and Payment

4.1 Fees for the Hosting Packages offered by the Host are as quoted in correspondence or email to the Client. All charges payable by the Client shall be in accordance with the information quoted.

4.2 All hosting & maintenance services include a minimum term of 12 months, regardless of payment terms.The Client is required to pay all fees due for the duration of the contract.

4.3 For the first 12 months of Service provision, payment of fees due shall form part of the Order process. For all subsequent 12-month periods service will automatically renew, with the client having 30 days to cancel any ongoing service.

4.4 The Host may at any time change the price of its Hosting Packages. The Client will not be subject to any additional charges or refunds during a 12-month period of Service provision. Any change in fees will be reflected in subsequent renewals of Service provision. The Host reserves the right to continue charging old fees for renewals where the new fee is higher.

4.5 At the renewal of 12 month’s service, we reserve the right to automatically increase the fee. This will be communicated to the Client via invoice.

4.7 All fees payable by the Client to the Host shall be paid in full, without set off or deduction. The Host reserves the right to suspend the Service or cancel the Client’s Order if fees are not paid on or before the due date.

5. Changes to this Agreement

5.1  The Host reserves the right to change the terms of this Agreement and all other terms and conditions and policies which may affect Clients in order to comply with changes in the law.

5.2 The Client will be informed of any such changes and shall be deemed to be bound by them 1 calendar month after receiving the notice.

5.3 If the Client does not agree to be bound by the changes, they may terminate this Agreement in accordance with Clause 12.

6. Client Undertakings and Obligations

6.1            The Client may not use the Service or any other Hosting Hardware and Hosting Software for any unlawful or otherwise inappropriate purposes. This includes, but is not limited to:

6.1.1  Distribution of viruses, spyware, malware, or any other form of code designed to cause harm or nuisance to hardware or software or to obtain data without consent;

6.1.2  Distribution of pirated material including, but not limited to software, movies, music, and written works; and

6.1.3  Distribution of obscene or illegal material including that which is pornographic, abusive, threatening, malicious, harassing, fraudulent, defamatory or that which encourages criminal activities.

6.1.4  Distribution of large volumes of unsolicited email (‘spam’) to recipients. All complaints made to the Host of such activity will be investigated and may result in immediate suspension or cancellation of service at the Host’s sole discretion.

6.1.5  Any additional costs incurred by The Host due to spam email will be paid in full by The Client.

6.2  When The Client’s service ends, termination of service will include, but is not limited to;

• Email processing
• SMTP relays
• DNS Management
• Third party software subscriptions & Licensing

Clients will need to have provision in place to replace these for their service to continue and The Host will not be responsible or liable for any impact this may have.

6.3 The Client may not use their website to link to any other sites or systems hosting any material described in sub-clause 6.1.

6.4 The Client will monitor and supervise any and all third-party activity on their website (including communications systems such as forums). Any third-party activity that may fall within the provisions of sub-clause 6.1 must be stopped or removed, as appropriate.

6.5 The Client must ensure that any and all activity conducted through the Client’s Website in relation to the collection of personal information complies with the provisions of the Data Protection Act 1998.

6.6 The Client must ensure that any and all activity conducted through the Client’s Website in relation to selling complies with the provisions of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013

6.7 The Client is responsible and accountable for all activity relating to their website and the Service that is carried out by third parties on their behalf.

6.8 The Client will use its best and reasonable endeavours to supply all information required to facilitate the provision of the Service to the Host in a timely fashion.

6.9 The Client recognises that available bandwidth is limited, and that the Host may limit access to any large amounts of material made available through the Service in order to maintain a reasonable level of service to the Host’s other clients. Any such action will be notified to the Client within 14 days of its implementation.

7. Intellectual Property

7.1. The Client avers that any and all content or information provided to The Host for their provision of the Services and or Additional Services belongs to them and is their copyright and is entirely free from residual claims from third parties that could place a contingent liability on The Host and the Client provides to The Host an irrevocable, royalty free licence, for the duration of the Term, to utilise for the provision of the Services and or Additional Services to their name, logo, designs, materials, imagery, content, intellectual property rights and any other documentation or information whatsoever. In the event that The Host incurs any damages, costs (Including legal and or professional costs) debt, judgment and or fine arising from the Client’s breach of this clause then the Client agrees to fully indemnify The Host in relation to such liabilities without any offset, deduction and or reduction whatsoever.

7.1.1 The Client agrees to accept all liability for the incorrect usage of any content, imagery or copyrighted material that they have provided

7.2. Any and all intellectual property rights, including but not limited to copyright, that is created during the provision of the Services and or Additional Services by The Host will vest entirely and in perpetuity in The Host. Furthermore any and all intellectual property rights, including but not limited to copyright, that is in existence prior to the Contract and or that is created during the Term in respect of any systems, trade secrets and or processes provided or shared with the Client by The Host will entirely vest in perpetuity in The Host.

7.3. The Host will provide a revocable (in the event of any breach of the Terms and Conditions by the Client) worldwide, non-exclusive, royalty-free license to use, process, publish, transmit, display and distribute the Services and any Additional Services provided that the Client acknowledge The Host as the owner of such intellectual property rights. This licence will only apply only to the final versions of the Services and or Additional Services and will not, for the avoidance of doubt, apply to any drafts, concepts, plans and or schematics. The licence provided to the Client by The Host is not capable of being sub-licenced by the Client without first obtaining the express prior written consent of The Host.

7.4. Any breach of this clause by the Client and or their agents, contractors, affiliates, representatives and or advisors may give rise to the exclusion of the applicability and of clause 15 and may give rise to immediate injunctive relief proceedings where the Client may be liable for all consequential losses, damages and legal costs resulting from such a breach and or breaches of this clause.

8.  Insurance and Liability

8.1. The Host confirms that they possess adequate professional indemnity insurance and public liability insurance appropriate to their industry and status and details of one or both are available for inspection on a written request from the Client to The Host.

8.2. Except in respect of death or personal injury directly caused by The Host’s negligence, they will not, in any way whatsoever, be liable to the Client for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims in connection with the provision of the Services and any Additional Services.

8.3. In the unlikely event of a breach by The Host of their duties and or obligations as set out in the Contract and or these Terms and Conditions, then the Client’s maximum and entire remedy will be limited to damages which, for the avoidance of doubt, will not exceed the total payment (excluding VAT) paid to The Host by the Client for Hosting & Maintenance in the preceding 12 (twelve) months or from the commencement of the provision of the Services in the event that the Contract has not operated for 12 (twelve) months.

8.4. The Host will have no liability to the Client whatsoever for any delays, omissions, inaccuracies and or errors in the Services and or Additional Services occasioned, sustained, incurred and or consequential upon any omissions, discrepancies and or inaccuracies in any information, documentation, data, graphics, designs, and or statements provided by the Client.

8.5. From time-to-time during the Term The Host may offer their professional advice and recommendations to the Client, but The Host is not responsible and or liable for any actions and or consequences taken as a result of such advice or recommendations and nor can The Host guarantee the outcomes of any marketing campaign or any of the other Services and or Additional Services provided to the Client.

8.6. The Host will also not be responsible and or liable to the Client for any actions or consequences arising from any introductions or referrals to other companies made to the Client by The Host.

9. Warranty Disclaimer

9.1 Subject to the provisions of this Agreement, the Host gives no warranty, express or implied, in connection with the Service as to fitness for purpose, quality, noninfringement or merchantability.obligations.

10. Indemnity

10.1 The Client will fully indemnify the Host against all costs, expenses, liabilities, losses, damages and judgments that the Host may incur or be subject to as a result of any of the following:

10.1.1  The Client’s misuse of the Service;

10.1.2  The Client’s breach of this Agreement;

10.1.3  The Client’s negligence or other act of default;

10.1.4  The Activities of third parties conducted on the Client’s website using facilities such as blogs, forums and chat.

11. Force Majeure

11.1. If The Host is totally or partially prevented or delayed in the performance of any of the Services by an Event of Force Majeure and The Host gives immediate notice in writing to the Client of such prevention giving the period for which it is estimated such prevention will continue and the Client, acting at all times in good faith and without delay, accepts such Event of Force Majeure then The Host shall be excused, without any liability whatsoever, from its performance, obligations and responsibilities so affected as from the date of such notice for so long as such cause of delay shall continue provided that such a period of time does not exceed 30 (thirty) Business Days and furthermore that The Host utilises their reasonable endeavours to ensure and procure that the minimal interruption as possible is caused to the Client and the provision of the Services and or Additional Services.

11.2. In the event that the Event of Force Majeure continues for more than 30 (thirty) consecutive Business Days then The Host will be permitted to immediately terminate the provision of the Services and or Additional Services without any liability to the Client whatsoever and howsoever incurred by the Client.

12. Term and Termination

12.1 The initial period of Service provision will commence on the date that the Client’s Order is processed. This term shall last for a period of 12 months, subject to the termination provisions below and to the refund provisions of sub-clause 2.2 of this Agreement.

12.2 Subsequent periods of Service Provision shall last for a period of 12 months each and will follow on from a previous period, without interruption, subject to the fulfilment of the Client’s payment obligations under Clause 4 of this Agreement. All subsequent periods are subject to the termination provisions below.

12.3  The Host reserves the right to terminate this Agreement or to suspend the Service in the following circumstances:

12.3.1   If the Client fails to pay fees due under Clause 4 of this Agreement;

12.3.2   If the Client is in breach of the terms of this Agreement;

12.3.3   If the Client becomes the subject of a voluntary arrangement under Section 1 of the Insolvency Act 1986;

12.3.4   If the Client is unable to pay its debts within the definition of Section 123 of the Insolvency Act 1986; or

12.3.5   If the Client has a receiver, manager, administrator, or administrative receiver appointed over all or a substantial part of its undertakings, assets, or income; has passed a resolution for its winding up; or is the subject of a petition presented to a court for its winding up or for an administration order.

12.4 The Client may request the termination of the Service and this Agreement by written notice, 1 month in advance, supplying their account details. The following shall apply to such situations:

12.4.1 The issuing of refunds is at the sole discretion of the Host;

12.4.2  If the Client wishes to terminate during the course of a 12 month period of Service provision the Service will end 3 months after the Host receives the Client’s notice. A refund will be issued that is proportionate to the remainder of the 12 month period of Service provision.

12.5  On termination of the Service and this Agreement the Client’s Website and all related material will be removed from the Hosting Hardware.

12.6 If the Client sends a termination notice in error or changes their mind, the Host must be informed within 2 months of the notice that the Client wishes their Account to be restored. Any notification outside of this period will require a new Account to be set up with the Client being required to pay for a full 12 month period. The Client will be required to pay a re-activation fee of £100.00 along with the previously refunded fees in proportion to the remainder of the original 12 month period of Service provision.

13. Assignment

13.1  The Contract and these Terms and Conditions are personal to the Client and therefore the Client may not assign, licence or charge and or attempt or purport to do so any of their rights, obligations and or duties hereunder and or delegate or otherwise in any way dispose of any of their rights, obligations and or duties hereunder, without the express prior written consent of The Host and for the avoidance of doubt this includes any holding company, affiliate or subsidiary as defined and or provided for under the Companies Act 2006.

13.2. The Host, at its exclusive discretion, may elect to at any time during the Term assign, transfer, licence, charge and or subcontract any and all of their responsibilities as set out in the Contract and or these Terms and Conditions without any requirement to seek prior approval and or to notify the Client and such exercising of this clause is, for the avoidance of doubt not a breach of the Terms and Conditions and or capable of the Client begin entitled to seek any losses, damages and or costs from The Host whatsoever.

13.3. In the event that The Host elects to assign, transfer, licence, charge and or subcontract any and all of their responsibilities as set out in the Contract and or these Terms and Conditions then The Host will be responsible for every act or omission of any subcontractor as if it were an act or omission of The Host’s.

14. Law and Jurisdiction

This Agreement is governed by the laws of England and Wales. Any dispute relating to this Agreement shall fall within that jurisdiction.

15. Dispute Resolution

15.1. The Parties accept and acknowledge that the Contract and for the avoidance of doubt these Terms and Conditions are intended to regulate and promote a collaborative relationship of trust and good faith between them.

15.2 The Parties further accept and warrant to each other that it is not in their commercial, reputational and or business interests to engage in any activity whatsoever to the detriment, whether actual or otherwise, of the other Party and this includes, but is not limited to the commencement of any litigious proceedings without first adhering to the express terms of this clause 15 and clause 14 and the overall spirit and contents of the Contract and these Terms and Conditions.

15.3 The Parties fully accept and understand that litigation can be expensive and damaging to their reputation and commercial interests and therefore in the event that any issues, disagreements, breach(es), alleged breach(es) and or disputes whatsoever arises between them in respect of the provision of the Services and or under and or in connection with and or in interpreting these Terms and Conditions (save for any breach of the Client of their payment obligations to the Company as set out in clause 7) then the Parties unconditionally consent to enter into direct good faith negotiations and discussions with each other with the desire and intention of resolving any such issues, disagreements, breach(es), alleged breach(es) and or disputes and prior to any recourse to litigation and or the Courts.

15.4 In the event that such good faith negotiations and discussions do not resolve an issues, disagreements, breach(es), alleged breach(es) and or disputes as set out above then the Parties agree unconditionally to refer such unresolved issues, disagreements, breach(es), alleged breach(es) and or disputes to Mediation in order to utilise the experience of a professional Mediator who may be able to assist the Parties in resolving their issues, disagreements, breach(es), alleged breach(es) and or disputes. Any such Mediation will be convened as soon as is practicable with the Parties mutually agreeing the Mediator and venue for the Mediation; however, if no such agreement can be reached after fourteen days the Parties further agree to refer any dispute or disagreement to “CEDR” (a Mediation provider) who will nominate in their absolute discretion the Mediator and venue for the Mediation. The costs of any Mediator, venue or Mediation provider will, without any deduction or offset whatsoever, be paid for equally by the Parties.

15.5 In the event that either Party refuse to engage in and or comply with this clause 15 or clause 14 and the spirit of these Terms and Conditions then the other Party may elect to commence legal proceedings and refer the Court to both Parties conduct on the question of the determination of payment of any and all legal costs, interest and disbursements.

16. Modern slavery and anti-bribery

16.1  Each party warrants that it:

• has not committed an offence under the Modern Slavery Act 2015 or the Bribery Act 2010;
• has in place appropriate policies, training and due-diligence procedures to ensure ongoing compliance; and
• will notify the other party without undue delay on becoming aware of any actual or suspected breach.

16.2 The Host shall, on reasonable request, provide the Client with a copy of its modern-slavery and anti-bribery policies and evidence of annual staff training.

16.3 Audit right – The Client may audit the Host’s compliance with this clause once per contract year on 14 days’ notice.

16.4 Termination for breach – Either party may terminate the Agreement immediately if the other breaches this clause.

16.5 Each party shall indemnify the other for any fines, losses or liabilities arising from its breach of this clause.”*

17. Severability

17.1. In the event that any provision, clause and or term of the Contract and or these Terms and Conditions are held to be invalid or unenforceable by any judicial or other competent authority all other provisions, clauses and or terms will remain in full force and effect and will not in any way be impaired. If any provision, clause and or term contained herein is held to be invalid or unenforceable but would be valid or enforceable if some part or parts were deleted then the provision, clause and or term will continue to apply with the minimum modification necessary to make it valid and enforceable.

18. Waiver

18.1. Each of the rights conveyed under the Contract and these Terms and Conditions may be exercised as often as is necessary and they are cumulative and not exclusive of any other rights that either Party may have under them, or by law or otherwise and no failure or delay by either Party in exercising any of its rights shall be deemed to be a waiver of that right and any waiver of a breach of any clause, term and or provision shall not be deemed to be a waiver of any subsequent breach of the same or any other clause, term and or provision.

20. Third Parties

20.1. The Parties agree that a person or business that is not a party to the Contract and or these Terms and Conditions will not have any rights under or connection to them by virtue of the Contracts (Rights of Third Parties) Act 1999.

21. No Employment Relationship

21.1 The Parties accept that nothing contained in the Contract and or these Terms and Conditions will create between them any employment, legal or joint venture relationship between them save for what is intended under the terms of the Contract and these Terms and Conditions.

22. Good Faith

22.1. The Parties will, at all times, exercise all of their rights, and perform all of their obligations, under the Contract, in good faith and they will also co-operate fully in good faith with each other in order to resolve any issues, disagreements, breach(es), alleged breach(es) and or disputes that may arise whatsoever between them and or under and or in connection with and or in interpreting these Terms and Conditions with the intention and purpose of collaboratively achieving an agreed resolution of any such issue, disagreement, breach(es), alleged breach(es) and or dispute.