Terms of Business

LJDP Holdings Ltd · Company no. 17347820 · 20 Wenlock Road, London, England, N1 7GU

These terms apply to suppliers (Vendors) who buy a subscription, advertising or consultancy from Care Tech Compare. They form part of every Order Form.

1. Definitions and Interpretation

1.1The following definitions, as well as the defined terms marked in bold in an Order Form and throughout the Terms of Business, shall apply herein:

“Acceptable Use Policy” means the Website’s acceptable use policy available via the hyperlink: caretechcompare.co.uk/acceptable-use-policy and as otherwise updated from time to time by Care Tech Compare.

“Advertising Services” means separate optional advertising services available for purchase by way of an Order Form in accordance with this Agreement.

“Affiliate” means in relation to the party, any entity that directly or indirectly controls, under common control, or is controlled by, that party from time to time and any subsidiary or holding company from time to time.

“Agreement” means the Terms of Business, Order Form(s) and the Care Tech Compare Terms of Use.

“Care Tech Compare” means LJDP Holdings Ltd, incorporated and registered in England and Wales with company number 17347820 and registered office at 20 Wenlock Road, London, England, N1 7GU.

“Care Tech Compare Terms of Use” means the Website terms of use, available via the hyperlink: caretechcompare.co.uk/terms-and-conditions and as otherwise updated from time to time by Care Tech Compare, together with the Acceptable Use Policy.

“Charges” means the charges for the Services as set out in the applicable Order Form, including any Subscription Fee.

“Consultancy Services” means separate optional consultancy services provided or facilitated by Care Tech Compare available for purchase by way of an Order Form in accordance with this Agreement.

“Content” means any content published or otherwise submitted by the Vendor (or on the Vendor’s behalf) to Care Tech Compare or the Website, including Ad Content.

“Control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and

“controls” , “controlled”, “controlling” and the expression “change of control” shall be construed accordingly.

“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended. “Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”,

“processing” and “appropriate technical and organisational measures” shall have the meanings given to them therein.

“Effective Date” the start date of an Order From as specified in the applicable Order Form.

“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including knowhow and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Order Form” means an agreed order form for Services.

“Privacy Policy” means the Care Tech Compare privacy policy available via the hyperlink: caretechcompare.co.uk/privacy-policy and as updated from time to time on the Website.

“Proposal” means a draft Order Form prepared by Care Tech Compare which has yet to be formally agreed by the parties.

“Services” means any services provided by Care Tech Compare to the Vendor under the Terms of Business, as more particularly described in the applicable Order Forms.

“Subscription Package” means the package of Subscription which the Vendor pays for and receives during the Subscription Term, as more particularly described in the Order Form.

“Subscription” means the services paid for and received by the Vendor via the provision of access to the Website during the Subscription Term.

“Subscription Term” means the Initial Term of the Subscription (as specified in the applicable Order Form) together with any Renewal Periods.

“Terms of Business” means these terms of business.

“Vendor” means the person, firm or company with whom Care Tech Compare enters into the Agreement and the details of which are set out in the Order Form.

“Vendor Account” means an account set up for the Vendor.

“Vendor Data” means the data inputted or provided by the Vendor or Vendor Users or Care Tech Compare on the Vendor’s behalf for the purpose of using the Services or facilitating the Vendor’s use of the Services.

“Vendor Users” means those employees and contractors of the Vendor who access the Services for any reason.

“Website” means Care Tech Compare’s website at www.caretechcompare.co.uk or any other website as may be established and operated by Care Tech Compare from time to time.

1.2A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns.

1.3Words in the singular shall include the plural and vice versa; this extends to defined terms.

1.4A reference to one gender shall include a reference to the other genders.

1.5A reference to any party shall include that party’s personal representatives, successors or permitted assigns.

1.6A reference to a statute, statutory provision or subordinated legislation is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts. A reference to a statute or statutory provision shall include any subordinate legislation made from time to time under that statute or statutory provision.

1.7A reference to writing or written includes e-mail.

1.8Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.9If there is an inconsistency between any parts of the Agreement, the order of precedence is:

1.9.1the Special Conditions in the Order Form, then

1.9.2the Order Form, then

1.9.3the Terms of Business, then

1.9.4the Care Tech Compare Terms of Use.

1.10If there is an inconsistency between any part of the Agreement and an Order Form, the Order Form takes precedence in relation to that specific Service only. An Order Form can only override a previous Order Form if explicitly stated in a preceding Order Form.

1.11For the avoidance of doubt a Proposal does not form part of this Agreement and is not a contract between the parties.

1.12Nothing in this Agreement shall prevent Care Tech Compare from entering into similar agreements with third parties, or from developing, using, selling or licensing products or services which are similar to those provided under this Agreement to any third party.

1.13This Agreement shall be binding on, and enure to the benefit of, the parties to this Agreement., including Order Forms, 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.

2. Agreement & Term

2.1The Terms of Business apply to the exclusion of any other terms that the Vendor may seek to impose or incorporate before or after the Effective Date, or which are implied by law, trade custom, practice or course of dealing.

2.2By signing an Order Form, the Vendor accepts and agrees to be bound by these Terms of Business in full.

2.3The Terms of Business shall bind the parties on the Effective Date and continue to do so until the final Duration (or Subscription Term for Subscriptions) in the last Order Form has run, whichever is the later. The Terms of Business shall govern the course of any Services provided by Care Tech Compare to the Vendor from time to time.

2.4For the avoidance of doubt, any Services shall commence on the applicable Effective Date and continue for the applicable Duration only. A Service that is not a Subscription shall not renew unless explicitly stated in an Order Form.

2.5At any point during the term of the Agreement, the Vendor may request any of Care Tech Compare’s Services by following the process outlined at clause 4.

3. The Subscription

3.1Care Tech Compare will provide or provide access to (as appropriate) the Website as set out in the Order Form during the Subscription Term, to comprise an annual Subscription.

3.2On or shortly after the Effective Date (time is not of the essence) a Vendor Account will be set up and the Vendor will accordingly become an authorised user of the Website.

3.3At any point during the Subscription Term, the Vendor may request an upgrade to its Subscription Package but no proposed changes will come into effect until an amended Order Form has been agreed in writing and signed by both parties. If the Order Form is amended in accordance with this clause 3.3, it shall replace the previous Order Form, but will not change the Effective Date.

3.4Care Tech Compare may accept or reject any request made to amend an Order Form at its discretion. If Care Tech Compare is unable to accept an Order Form, it shall notify the Vendor as soon as reasonably practicable. An Order Form shall not be accepted, and no binding obligation to supply any Services shall arise, until Care Tech Compare’s written acceptance of the Order Form.

3.5Upon the end of the Initial Term, the Subscription shall be automatically renewed for successive periods equal in length to the Initial Term (each a “Renewal Period”) and subject to clause 11.7, unless either party terminates the Agreement in accordance with these Terms of Business.

4. Services

4.1An Order Form shall be agreed in the following manner (subject to any contrary terms in a specific Order Form which takes precedence over this clause):

4.1.1the Vendor shall, at Care Tech Compare’s request, provide as much information as possible (including, in the case of the Consultancy Services, access to the Vendor’s systems, IT infrastructure and marketing materials) in order for Care Tech Compare to prepare a Proposal;

4.1.2following finalisation of the Proposal, Care Tech Compare shall, either:

(a)inform the Vendor that it does not or cannot provide some or all of the services requested by the Vendor; or

(b)issue an Order Form for that Service.

4.1.4On receipt of an Order Form from Care Tech Compare, if the Vendor wishes to receive the corresponding Services, the Vendor should duly sign the Order Form. Care Tech Compare has no obligation to commence work until the Vendor has correctly signed the corresponding Order Form.

4.1.5Where an Order Form has not been signed by the Vendor, the earliest of the following shall be deemed acceptance of the Order Form:

(a)payment of any part of the Charges (including any deposit) after the issuance of an Order Form; or

(b)the Vendor’s use of any part of the Services under the applicable Order Form.

4.2Once an Order Form has been agreed by the parties (see clause 4.1.4 and clause 4.1.5)

“Acceptance” or “Accepted” it shall be part of this Agreement and not form a separate contract to it. No amendment shall be made to an agreed Order Form except in accordance with clause 3.3 (The Subscription) or clause 20 (variation).

4.3Subject to clause 3.3, further Order Forms will not alter and/or affect any previous Order Forms, unless explicitly stated in a preceding Order Form.

4.4Order Forms that have not been Accepted by the Vendor shall be valid for 30 days from the date of provision by Care Tech Compare (unless otherwise specified in the applicable Order Form) after which time it shall expire.

4.5If there is any obvious, manifest or identifiable error in an Order Form, including any error which comes to light after the Vendor’s Acceptance, Care Tech Compare may rescind that Order Form and re-issue an Order Form to address any such error and Care Tech Compare shall not be bound to the Order Form containing such error.

5. Care Tech Compare’s Rights

5.1Care Tech Compare reserves the right to suspend or revoke the Vendor’s access to the Vendor Account at any time if:

Care Tech Compare receives one or more complaints from other users of the Website about the actions or behaviour of the Vendor through its Vendor Account;

in Care Tech Compare’s reasonable opinion, the Vendor’s use of the Website is not compliant with the Care Tech Compare Terms of Use or the reasonable instructions of Care Tech Compare and, on receipt of a request to remedy the behaviour, fails to do so within a reasonable timeframe; and/or

the Vendor fails to comply with any of its obligations under these Terms of Business, including clause 11 (charges and payment).

5.2Care Tech Compare may communicate to the Vendor and/or Vendor Users about the Services including how to use the Services, Vendor support, integration and compliance with the Agreement.

5.3Care Tech Compare may make modifications to the Website from time to time insofar as they do not adversely affect the Vendor’s general use of the Website.

6. Care Tech Compare’s Obligations

6.1Care Tech Compare shall:

6.1.1provide the Services in accordance with relevant good industry practice and using reasonable care, skill and diligence in doing so; and

6.1.2use best efforts to deliver the Services in accordance with the applicable Order Form.

6.2Where the Vendor requests Services, Care Tech Compare will use its reasonable efforts to meet any performance dates specified in the Order Form, but any such dates are estimates only and time for performance by Care Tech Compare shall not be of the essence of the Agreement.

6.3Care Tech Compare warrants that it has the necessary rights to provide the Services to the Vendor and that Care Tech Compare’s provision of the Services do not and will not infringe the Intellectual Property Rights of any third party. Except as stated in this clause 6.3, Care Tech Compare makes no representation or warranty about the Services, including any representation that the Services will be uninterrupted or error-free.

7. Vendor’s Obligations

7.1The Vendor shall use the Services appropriately and in compliance with this Agreement and the Care Tech Compare Terms of Use (which includes the Acceptable Use Policy).

7.2Where the Vendor has a Vendor Account, the Vendor may have access to certain information relating to other users of the Website. The Vendor shall use such information only as necessary for its use of the Services and as expressly permitted in the Agreement.

7.3Any Content to be shared with the Website must adhere to the Care Tech Compare Terms of Use, including the Acceptable Use Policy, and any other guidance issued by Care Tech Compare from time to time. Care Tech Compare reserves the right to reject, remove from the Website or require any Content to be amended if Care Tech Compare considers it unsuitable or contrary to such guidance or the terms of this Agreement.

7.4The Vendor shall ensure that the Vendor Users access the Website solely for the purpose of the Services. The Vendor shall operate appropriate policies to ensure that Vendor Users keep secure and do not share any access details with non-Vendor Users and comply with the provisions of this Agreement when using the Services.

7.5Subject to clause 7.4, the Vendor shall not provide access to the Vendor Account or the Services to any third party. The Vendor shall promptly notify Care Tech Compare upon becoming aware of any unauthorised use of the Services or any other breach of security related to the Services.

7.6Care Tech Compare may conduct an audit at its own expense to review the Vendor’s compliance with clause 7.4 and 7.5 and if Care Tech Compare identifies that the Vendor has provided access to a third party, notwithstanding its remedies and rights under this Agreement, it may raise an invoice for a reasonable amount to compensate for such third party access; the Vendor must pay such invoice within 7 days receipt of the invoice.

7.7The Vendor shall:

cooperate with Care Tech Compare in all matters relating to the Services;

provide Care Tech Compare with such information and materials as Care Tech Compare may reasonably require in order to prepare the Order Form and supply the Services, and ensure that such information is complete and accurate in all material respects;

obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

comply with all applicable laws; and

comply with the Care Tech Compare Terms of Use and ensure the same of the Vendor Users.

7.8The Vendor shall be responsible for all Content, and for any activity conducted through the Vendor Account. The Vendor will not and will not enable or authorise the Vendor Users or any third party to:

engage in illegal or fraudulent conduct through the Vendor Account or by any other means in relation to the Website;

provide false or misleading information through the Vendor Account or by any other means on or in relation to the Website;

except as expressly authorised in writing by Care Tech Compare, use any automated means or form of scraping or data extraction to access, query or otherwise collect information from the Website;

except as expressly authorised in writing by Care Tech Compare, copy, modify or create derivative works of the Services or any related technology;

access all or any part of the Services in order to build a product or service which may compete with the Services or any of Care Tech Compare’s Services;

provide or share content that contains malware, spyware or any other malicious code or otherwise interfere with the operation of the Website or the Website; or

breach or circumvent any security measure of Care Tech Compare or any third party.

8. Care Tech Compare Website

8.1The parties acknowledge that the Website is a network for professionals in the social care sector and is intended to facilitate sharing of information and ideas between users. The Vendor acknowledges that the information, views and other content shared by the users of the Website are the opinions and views of those users and not Care Tech Compare, including any review or comment on the Vendor or its services. Care Tech Compare expressly excludes all and any liability (to the extent permitted by law) arising from the Vendor’s use or the availability of the content of information provided and/or published by Website users.

8.2Care Tech Compare shall use commercially reasonable endeavours to make the Website available 24 hours a day, seven days a week, except for:

(a)planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

(b)unscheduled maintenance performed outside the hours of 09.00 am to 17:00 pm UK time (Normal Business Hours), provided that Care Tech Compare has used reasonable efforts to give the Vendor at least 6 Normal Business Hours’ notice in advance.

8.3Care Tech Compare acknowledges that the Website may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Care Tech Compare makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Vendor, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Vendor and the relevant third party, and not Care Tech Compare. Care Tech Compare recommends that the Vendor refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Care Tech Compare does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

9. Consultancy

9.1This clause only applies where Care Tech Compare undertakes Consultancy Services in accordance with an Order Form.

9.2The Vendor may procure Consultancy Services in accordance with clause 4 of these Terms of Business.

9.3Care Tech Compare shall deliver any agreed Consultancy Services in accordance with the Terms of Business and the applicable Order Form.

9.4The Vendor shall provide Care Tech Compare with all access and equipment necessary, including remote access for Care Tech Compare to undertake Consultancy Services and shall, at Care Tech Compare’s reasonable request, provide assistance and further information to enable Care Tech Compare to complete the Consultancy Services.

9.5Care Tech Compare shall invoice the Vendor for the Consultancy Services in accordance with the Billing Terms in the applicable Order Form; the fee will be calculated in accordance with the Rate specified by Care Tech Compare in the applicable Order Form and payable in accordance with clause 11.

9.6Care Tech Compare reserves the right to recover reasonable expenses incurred as a result of undertaking Consultancy Services, subject to production of receipts and/or evidence of payment for the same.

9.7The Vendor is not contractually bound to conduct any recommendations or take any steps (including any general or specific actions or inaction) as made to the Vendor following Consultancy Services. Regardless of whether recommendations or steps are followed by the Vendor, Care Tech Compare’s liability to the Vendor is limited in accordance with this Agreement.

9.8The advice, guidance and/or recommendations provided in the course of the Consultancy Services does not constitute and should not be interpreted as legal advice, nor is the advice legally binding; Care Tech Compare is not liable for any advice, guidance and/or recommendations provided in the course of the Consultancy Services.

9.9If Care Tech Compare is unable to provide the Consultancy Services due to illness or injury, they shall advise the Vendor of that fact as soon as reasonably practicable.

9.10In the event Care Tech Compare is unable to provide the Consultancy Services, they may:

9.10.1rearrange the Consultancy Services to take place within 30 days of the original timeline (or at an alternative time agreed by the parties in writing); or

9.10.2appoint a suitably qualified and skilled person (Substitute) to perform the Services on their behalf, provided that the Substitute shall be required to enter into direct undertakings with the Vendor, including with regard to confidentiality. Care Tech Compare shall continue to invoice the Vendor in accordance with Clause 11 and shall be responsible for the remuneration of the Substitute. For the avoidance of doubt, Care Tech Compare will continue to be subject to all duties and obligations under this Agreement for the duration of the appointment of the Substitute.

9.11Unless they have been specifically authorised to do so by the Vendor in writing, Care Tech Compare shall not:

(a)have any authority to incur any expenditure in the name of or for the account of the Vendor; or

(b)hold themselves out as having authority to bind the Vendor.

10. Advertising

10.1This clause only applies where Care Tech Compare undertakes Advertising Services in accordance with an Order Form.

10.2The Vendor is responsible for providing the advertising content “Ad Content” to Care Tech Compare to enable Care Tech Compare to deliver the Advertising Services in accordance with the applicable Order Form. The Ad Content must comply with the Acceptable Use Policy (for the purposes of the Acceptable Use Policy, Ad Content is classified as a “Contribution”).

10.3The Ad Content must comply with all applicable laws and regulations, including but not limited to the CAP Code and must not contain any offensive, misleading, false or inappropriate material.

10.4Ad Content (including any changes or modifications) is subject to Care Tech Compare’s prior approval. Care Tech Compare reserves the right to reject any Ad Content that does not meet their standards or violates the Order Form and the Agreement.

10.5The Advertising Services are limited to the scope in the applicable Order Form.

10.6The Vendor is not permitted to sub-rent its agreed advertising space on the Website.

10.7The Vendor understands that the Advertising Services are restricted to the advertisement and promotion of the matter outlined in the scope of the Order Form.

10.8The Vendor hereby indemnifies Care Tech Compare in full for any liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses) sustained by Care Tech Compare as a consequence of the Ad Content and/or performance of the Advertising Services, this includes but is not limited to the infringement of third party Intellectual Property Rights.

10.9The Vendor accepts that Care Tech Compare is not liable for the Vendor’s compliance with advertising laws and regulations.

11. Charges and Payment

11.1In consideration of Care Tech Compare providing the Services, the Vendor shall pay the Charges in accordance with this clause 11.

11.2The Billing Terms for the Services are outlined in the corresponding Order Form.

11.3The Vendor shall pay the Charges by bank transfer or such other payment method stipulated by Care Tech Compare from time to time. For the avoidance of doubt, all amounts paid are non-refundable.

11.4Unless otherwise specified in the Order Form, the Vendor must pay any and all invoices within 14 days of receipt of the invoice.

11.5If the Vendor fails to pay Care Tech Compare any sum due under this Agreement on the date due, then, without limiting its remedies under 16 (Termination):

Care Tech Compare may without liability to the Vendor disable the Vendor’s access to the Services and the Website and Care Tech Compare shall be under no obligation to provide any or all of the Services while the relevant sum remains unpaid; and

Interest shall accrue on a daily basis on such due amounts at a rate of 4% above the Bank of England’s base rate, commencing on the due date and continuing until full paid, whether before or after judgment.

11.6All sums payable to Care Tech Compare under this Agreement:

are exclusive of VAT. Where VAT is payable on the Services, the Vendor shall pay an amount equal thereto on delivery of a VAT invoice;

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)

For the avoidance of doubt, Care Tech Compare has the right to set-off, counterclaim, deduction or withholding as it sees fit.

11.7At the start of each Renewal Period, Care Tech Compare may adjust the Charges:

to reflect Care Tech Compare’s standard pricing for the Services provided at the time of renewal, and/or

in line with the Consumer Prices Index (CPI) in the United Kingdom, such adjustment shall be notified to the Vendor by no later than the date of renewal.

12. Intellectual Property Rights

12.1Subject to clause 12.3, Care Tech Compare shall retain ownership of all rights, title and interest, including all Intellectual Property Rights, in and to the Services and all elements thereof. Except as expressly stated herein, the Vendor shall not acquire any right, title or interest in or to any aspect of the Services under this Agreement, or to any documentation, ideas or other content published or otherwise shared by other users of the Website.

12.2From time to time Care Tech Compare may produce online material (including but not limited to video product reviews and Vendor interviews) with input from the Vendor. The parties agree that all rights, title and interest any such material created by Care Tech Compare with Vendor input shall vest solely in Care Tech Compare on creation. The Vendor shall not obtain any right, title or interest in or to such material.

12.3The Vendor retains ownership of all its Intellectual Property Rights, in and to the Vendor Data and the Content.

12.4Subject to its compliance with these Terms of Business, Care Tech Compare hereby grants the Vendor a royalty-free, non-exclusive, non-transferable licence to access and use the features and functions of the Website during the Subscription Term for the purpose of receiving the Services under this Agreement.

12.5The Vendor hereby grants to Care Tech Compare a royalty-free, non-exclusive licence during the Subscription Term to use the Vendor Data for the purpose of providing the Services, analytics, improving and developing the Website and expanding its products and services.

12.6The Vendor hereby grants to Care Tech Compare a royalty-free, non-exclusive, perpetual, sublicensable, unrestricted licence to use the Vendor’s Intellectual Property Rights (including but not limited to their name and logo), any Content and any and all materials uploaded to or communicated through the Website for the purpose of:

12.6.1Care Tech Compare delivering the Services;

12.6.2improvement of the Website; and

12.6.2promoting Care Tech Compare’s relationship with the Vendor as they see fit, including but not limited to on Care Tech Compare’s website and in any sales and marketing collateral.

12.7The Vendor warrants that its Content will not infringe third party Intellectual Property Rights.

13. Data Protection

13.1The Vendor shall own all right, title and interest in and to all Vendor Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Vendor Data.

13.2Care Tech Compare is not under any obligation to store any Vendor Data and Care Tech Compare shall not be responsible for any loss, destruction or alteration of Vendor Data.

13.3Both parties shall comply with all applicable requirements of the Data Protection Legislation and the Privacy Policy. This clause 13 is in addition to and does not relieve, remove or replace a party’s obligations or rights under the Data Protection Legislation.

13.4If Care Tech Compare processes any Personal Data on the Vendor’s behalf when performing its obligations under the Agreement, the parties agree that the Vendor shall be the data Controller and Care Tech Compare shall be a data Processor for the purposes of the Data Protection Legislation and in any such case:

Care Tech Compare shall only process such Personal Data in accordance with the Privacy Policy or otherwise in accordance with the instructions of the Vendor, in each case unless otherwise required by the laws of the United Kingdom (“UK Law”), in which case Care Tech Compare shall where appropriate notify the Vendor prior to conducting the processing required by UK Law;

Care Tech Compare shall notify the Vendor without undue delay on becoming aware of any Personal Data Breach;

the Vendor acknowledges and agrees that the Personal Data may be transferred or stored outside the UK or the country where the Vendor and the Vendor Users are located in order to carry out the Services and Care Tech Compare’s other obligations under the Agreement;

the Vendor shall ensure that the Vendor is entitled to transfer the relevant personal data to Care Tech Compare so that Care Tech Compare may lawfully use, process and transfer the personal data in accordance with this Agreement on the Vendor’s behalf;

the Vendor shall ensure that the relevant Data Subject(s) have been informed of, and have given their consent to, such use, processing, and transfer as required by the Data Protection Legislation; and

each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data or its accidental loss, destruction or damage.

13.5For the purposes of Data Protection Legislation, the Vendor consents, and shall procure the consent of its employees, to the use by Care Tech Compare of any online material produced by Care Tech Compare in conjunction with the Vendor for its business purposes including advertising or otherwise promoting its business.

14. Limitation of Liability & Indemnity

14.1Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:

death or personal injury caused by negligence; or

fraud or fraudulent misrepresentation.

14.2Subject to 14.1, Care Tech Compare shall not be liable to the Vendor, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise for loss of profits, loss of business, depletion of goodwill, loss or corruption of data or information, or any indirect or consequential loss howsoever arising under or in connection with the Agreement.

14.3Except as expressly provided in these Terms of Business:

the Vendor assumes sole responsibility for results obtained from the use of the Services by the Vendor, and for conclusions drawn from such use and Care Tech Compare does not guarantee sales or conversions. Care Tech Compare shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Care Tech Compare by the Vendor in connection with the Services, or any actions taken by Care Tech Compare at the Vendor’s direction;

all warranties, representations, conditions and other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and

the Services are provided to the Vendor on an ‘as is’ basis.

14.4Subject to 14.1, 14.2 and 14.3, Care Tech Compare’s total liability to the Vendor arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Agreement during the 12 months immediately preceding the date on which the claim arose.

14.5Unless the Vendor notifies Care Tech Compare that it intends to make a claim in respect of an event within the notice period, Care Tech Compare has no liability for that event. The notice period for an event shall start on the day on which the Vendor became, or ought reasonably to have become, aware of the event having occurred and shall expire three months from that date. The notice must be in writing to Care Tech Compare and must identify the event and the grounds for the claim in reasonable detail.

14.6The Vendor shall indemnify Care Tech Compare in full against any claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with (i) infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Vendor Data or Content by Care Tech Compare and (ii) the Vendor’s breach or negligent performance or non-performance of this Agreement.

14.7Care Tech Compare is not responsible or liable for delays or non-performance of its obligations under this Agreement and/or an Order Form where such delays or non-performance are caused by the actions or omissions of the Vendor and/or any of its subcontractors, employees or agents.

14.8This clause 14 will survive termination of the Agreement.

15. Confidentiality

15.1Each party undertakes that it will not at any time disclose to any person any confidential information of the other party, including information relating to such party’s business, affairs, clients or Vendors, except as permitted by clause 15.2.

15.2Each party may disclose the other’s confidential information:

to such of its respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising the party’s respective rights or carrying out their respective obligations under the Agreement. Each party shall ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 15; and

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3Each party may only use the other’s confidential information for the purpose of fulfilling their respective obligations under the Agreement.

15.4On termination of the Agreement, unless otherwise required by law, each party shall:

return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s confidential information; and

to the extent possible and except where there is a legal obligation to the contrary, erase all the other party’s confidential information from its computer systems.

16. Termination

16.1Care Tech Compare may terminate the Agreement at any time on 90 days’ written notice to the Vendor.

16.2The Vendor may terminate this Agreement at the end of the Initial Term or the then current Renewal Period subject to giving Care Tech Compare 90 days prior notice in writing.

16.3For the avoidance of doubt, termination of an Order Form in isolation, does not affect the validity of any other Order Form. However, if Care Tech Compare terminates the entire Agreement for any reason in accordance with clause 16, all Order Forms simultaneously terminate with the Agreement.

16.4An Order Form may be terminated upon providing at least the notice period specified in the applicable Order Form.

16.5Without 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:

the other party commits a material breach of any of these Terms of Business and such breach is irremediable or (if such breach is remediable) fails to remedy that breach within 30 days of being notified in writing to do so;

the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

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;

an order is made for the:

winding up of the other party; or

appointment of an administrator, or a notice of intention to appoint an administrator is given, over the other.

the holder of a qualifying floating charge over the other’s assets has appointed an administrative receiver;

a receiver is appointed over all or any of the other’s assets;

a creditor or encumbrancer 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’s assets and such attachment or process is not discharged within 14 days;

any event occurs, or proceeding is taken, with respect to the other in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.5(d) to clause 16.5(i) (inclusive);

the other suspends or ceases carrying on all or a substantial part of its business.

16.6For the purposes of clause 16.5(a), a material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of the Agreement or any of the obligations set out in clauses 3 (Subscription), 6 (Care Tech Compare Obligations), 7 (Vendor Obligations), 10.8 (Advertising Services), 11 (Charges and Payment), 12 (Intellectual Property Rights), 13 (Data Protection),14 (Limitation of Liability), 15 (Confidentiality) and 19 (Assignment and Other Dealings). Over the term of the Agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

16.7Without affecting any other right or remedy available to it, Care Tech Compare may terminate the Agreement with immediate effect by giving written notice to the Vendor if the Vendor fails to pay any amount due under the Agreement on the due date for payment and such invoice remains unpaid not less than 14 days after the Vendor is notified in writing to make such payment.

16.8Care Tech Compare may terminate the Agreement if there is a change of Control of the Vendor. The Vendor undertakes and agrees to inform Care Tech Compare immediately of any changes in Control of the Vendor and of any change in the Vendor’s organisation or method of doing business which might affect the performance of either party’s obligations under this Agreement

17. Consequences of Termination

17.1On termination of the Agreement for any reason:

The Vendor shall not be entitled to any refund of the Charges paid to Care Tech Compare, whether in part or in full;

All rights and licences granted under the Agreement shall immediately terminate and the Vendor shall immediately cease all use of the Services;

in respect of the Services supplied but for which no invoice has been submitted, Care Tech Compare may submit an invoice, which shall be payable immediately on receipt;

Care Tech Compare may destroy or otherwise dispose of any and all Vendor Data in its possession; and

Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination, shall not be affected or prejudiced.

17.2The following clauses shall continue in force: clause 1 (Definitions and Interpretation), clause 12 (Intellectual Property Rights), clause 14 (Limitation of Liability), clause 15 (Confidentiality), clause 16 (Termination), clause 17 (Consequences of Termination), clause 21 (Waiver), clause 22 (Severance), clause 27 (Governing Law) and clause 28 (Jurisdiction).

17.3If an Order Form is terminated in accordance with this Agreement, the Vendor shall not be entitled to any refund of the Charges paid to Care Tech Compare whether in part or full and Care Tech Compare may submit an invoice for work delivered, which shall be payable immediately on receipt.

18. Force Majeure

18.1Neither party shall be liable to the other under the Agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, epidemic or pandemic, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, denial of service attack, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (a “Force Majeure Event”), provided that the other party is notified in writing of such an event and its expected duration and save where such event should reasonably be mitigated through the implementation and maintenance of a business or service continuity plan complying with good industry practice.

18.2If a party is unable to perform its obligations under this Agreement as a result of a Force Majeure Event for a period in excess of two months following notification under clause 18.1, the other party may terminate the Agreement by notice in writing with immediate effect.

19. Assignment and Other Dealings

Neither party shall assign, transfer, charge, sub-contract or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

20. Variation

No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

21. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

22. Severance

If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, such provision shall be struck out and the other provisions shall remain in full force and effect.

23. Entire Agreement

The Agreement and any documents referred to in it constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of the Agreement.

24. No Partnership Or Agency

Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.

25. Third Party Rights

A person who is not a party to the Agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.

26. Notices

26.1Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Order Form, or such other address as may have been notified by that party for such purposes, or by email to the other party’s email address as set out in the Order Form.

26.2The provisions of this clause 26 shall not apply to the service of any process in any legal action or proceedings where the normal legal rules as to delivery will apply.

27. Governing Law

This 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 law of England and Wales.

28. Jurisdiction

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.

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