The definitions and rules of interpretation in this clause apply in this agreement.
Acceptance: the acceptance or deemed acceptance of the Site by the Client pursuant to clause 4.
Acceptance Tests: the tests to be carried out on the Site as set out in clause 4 and as described in the Service Order.
Charges: the charges in respect of the Services set out in the Service Order, together with any charges arising from the Change Control as set out in clause 13.
Confidential Information: all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or during discussions between the parties), where the information is:
Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.
Effective Date: the date stated in the Service Order or when Shotgun Front commences work under the Service Order whichever is sooner.
Hosting: particulars for Hosting as set out in the Service Order.
Hosting Provider: the provider set out in the Service Order.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, 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.
Materials: the content provided to Shotgun Front by the Client from time to time for incorporation in the Site.
Non-Shotgun Front Defects: those defects described in clause 4.4.
Phase: in relation to the Project Plan, one of the key phases of work identified in the Project Plan.
Project: the provision by Shotgun Front of the Services as set out in this agreement.
Project Plan: the timetable within which Shotgun Front will implement the Project as set out in the Service Order.
Server: a computer server administered by Shotgun Front and the Hosting Provider.
Services: the design and development services and/or Hosting to be provided pursuant to this agreement as set out in the Service Order.
Site: the website as set out in the Service Order.
Site Software: the software for the Site commissioned by the Client as specified in the Service Order.
Site Specification: the specification for the Site set out in the Service Order.
Third Party Products: those third party software products set out in the Service Order.
Visitor: a visitor to the Site.
Shotgun Front shall:
The Client acknowledges that Shotgun Front's ability to provide the Services is dependent upon the full and timely co-operation of the Client (which the Client agrees to provide), as well as the accuracy and completeness of any information and data the Client provides to Shotgun Front. Accordingly, the Client shall:
Acceptance of the Site shall be deemed to have taken place upon the occurrence of any of the following events:
Each party shall appoint a project manager who shall:
Where the Services are provided on a time-and-materials basis:
Any fixed price contained in the Project Plan excludes:
Without prejudice to any other right or remedy that Shotgun Front may have, if the Client fails to pay Shotgun Front on the due date Shotgun Front may:
All payments payable to Shotgun Front under this agreement shall become due immediately on termination of this agreement, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under this agreement.
Shotgun Front may, without prejudice to any other rights it may have, set off any liability of the Client to Shotgun Front against any liability of Shotgun Front to the Client.
Nothing in this agreement shall operate to exclude or limit Shotgun Front's liability for:
The indemnities in clause 9.2 and clause 10.3 are subject to the following conditions:
Without prejudice to the generality of clause 11.2, Shotgun Front shall, in relation to any personal data processed in connection with the performance by Shotgun Front of its obligations under this agreement:
not transfer any personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
If either party requests a change to the scope or execution of the Services, Shotgun Front shall, within a reasonable time, provide a written estimate to the Client of:
The obligations set out in this clause 15 shall not apply to Confidential Information which the receiving party can demonstrate: