Terms and Conditions of Business
1. Introduction
1.1 These terms and conditions constitute the entire terms and conditions upon which Parallel Commerce provides the Service and upon which the Customer agrees to contract for the use of the Service.
1.2 This Agreement supersedes any written or oral representations, statements, understandings or agreements, except where specifically varied by written agreement by Parallel.
1.3 By placing an order for the Service, you, the Customer, confirm your acceptance of the terms of the Agreement.
1.4 In the event of any conflict between the Agreement and any other document, the Agreement shall prevail.
Definitions
In this Agreement;
“Agreement” means these terms and conditions together with the Order Confirmation.
“Approval Process” means post “sign off” of the Spec Document, or post the work commencing, the Customers instruction to Parallel to make changes or amendments to the Service using email communication to progress the various stages of the Project via the Project Team only.
“Completion of Work” means the conclusion of Work delivered by Parallel, post service where the service concludes, and the Work is “live” as confirmed by Parallel.
“Contract Price” means the total of all charges (calculated by hourly rate, daily rate or fixed priced) for the Service to be provided under this Agreement as set out in the Order Confirmation.
“Customer Pricing Policy” means the pricing structure first agreed and subject to amendment after the Service has commenced based on the actual workload and complexity of the work carried out by us.
“Digital Signature” means an electronic signature that allows the Customer to instruct Parallel to carry out Work.
“End User (s)” means the Customer’s client is the user or end user of the Service.
“Inspection” means the process where the Work is assessed by Parallel conducting a review of the Work and ensuring the Work is identical to the Work carried out as described in the Spec Document.
“Intellectual Property” or “IP” means any scripts, Parallel design, process, patent, invention, software, computer code, copyright, database right, registered or unregistered design (look and feel or the website), trademark (whether registered or unregistered), trade name, logo, trade secrets, know-how or other industrial or intellectual property right subsisting anywhere in the world, and applications for any of the foregoing, together with the goodwill thereon.
“Material Change” means significant change(s) to the objectives, methods or extent of the Work as set out in to the Spec Document, in respect of which Parallel will be sole arbiter. Any changes deemed to be a Material change including additional work as a result of the Customer’s perception of the functionality with regards to the integration will be subject to further quotation.
“Minor Changes” means changes carried out by Parallel which are part of the Spec Document and is not classified as a Material Change and which is not in excess of 30 minutes Work and will not require a further quotation more fully described in the Order Confirmation.
“Out of Hours” means Ad Hoc Services offered to the Customer outside the hours of 9.00 to 5.30pm, Monday to Friday and charged at a different hourly rate and subject to availability.
“Payment Schedule” means the Contract Price payment schedule equally spread of the estimated Project timescale, and is not subject to change regardless of any amendments to Project delivery date or delays to the Project going “live” or delays in the Completion of the Work.
“Project” means the current Work provisioned by Parallel.
“Project Team” means the Customer’s team nominated to engage with Parallel and who have responsibility for “Sign Off” at the various stages of the Project.
“Quotation Document” means pre-contract information provided by you to allow Parallel to provide an accurate quotation; the information provided by the initial interpretation of the Work you will be required by Parallel to deliver the Service.
“Sign Off” means the Customer’s instruction to Parallel to proceed with agreed stages of the Work as set out in the Order Confirmation.
“Spec Document” means the specifications or initial interpretation of the Work, based upon the Quotation Document, outlining the functionality and listing a work schedule. With regards the need for this document; Parallel will be the sole arbiter of this issue.
“Parallel” or “we/our/us” means Parallel Creative Ltd, a company registered in Scotland (company registration number SC484389), registered at Technology House, 9 Newton Place, Glasgow, Scotland, G3 7PR.
“Support and Maintenance Service” means the post Project support offered to the Customer to commence 30 days after Completion of Work. The support and maintenance for your website includes bug fixes, consulting, website customisations, code changes & content changes, graphic and visual updates, integrations with third-party systems & services, extension installations, version upgrades, website uptime & performance monitoring, cms security analysis & vulnerabilities patches, periodic site performance reviews, development of additional features as described in the Support and Maintenance Document.
“Support and Maintenance Document” means the document that outlines all post Project support (including technical and non-technical), all planned Work and development for the website.
“the Customer” and “You / Your” means the company, firm, person, persons, corporation or public authority identified in the Order Confirmation as contracting for the Service and includes their successors or personal representatives.
“the Order Confirmation” means the email or letter or proposal sent to the Customer by Parallel which sets out details of the Service to be provided, price, completion date (if any) and such other specific contractual terms as may be appropriate.
“the Service” means the provision of design, web development and development of e-commence websites, including the supply of Support and Maintenance Services and where applicable (together or individually known as the Service or “Work”), all as fully described in the Order Confirmation.
“the Service Commencement Date” shall be the date the Service is available as set out in the Order Confirmation.
“Ticketing System” means the third-party ticketing system used by Parallel to assist deliver the Support and Maintenance Service.
“Working Day” means within the hours of 9.00am to 5.30pm, Monday to Friday only, not including bank or statutory holidays;
“Writing” includes any written paper document, any fax and any email correspondence.
2. Service provision
2.1 Parallel will provide an Order Confirmation for all orders accepted but reserves the right to accept or reject any order.
2.2 Parallel will use all reasonable endeavours to provide the Service as described in the Order Confirmation.
2.3 Parallel may at any time amend the Service for any reason including, but not limited to, technical, legal or business reasons.
2.4 Any dates quoted for delivery of Services are approximate only and we shall not be liable to you for any delay in delivery of Services howsoever caused. Time for delivery shall not be of the essence unless stated on the Order Confirmation.
2.5 The Customer is responsible for ensuring comprehensive feedback in terms of clause 4.2 hereunder. Parallel shall carry out minor changes requested by the Customer to aspects of the Service following Completion of Work, however in the event that the Customer requires a Material Change (in respect of which Parallel shall be sole arbiter) to any aspect of the Service, additional charges may be payable by the Customer.
2.6 With regards to the Parallel Migration Services, the Customer is responsible for backing-up of all their personal and business data. The Migration Service is subject to quotation from Parallel. Parallel take no responsibility for any loss of Data during the Service being delivered.
2.7 The Customer must have cleared all outstanding payments owned to Parallel before any Work commences as outlined in clause 2.6 commences.
3. Support and Maintenance Services
3.1 Parallel will provide support post Project via Support and Maintenance Services. The Customer will choose an appropriate package which is outlined in the Support and Maintenance Services Document. The standard Service will include;
3.1.1 all Customer requests to be logged through the weblink via the Ticket System.
3.1.2 Support and Maintenance Services will be generally available between 9.00am and 5.30pm, Monday to Friday (excluding weekends and public holidays).
3.1.3 all Out of Hours Work must be planned and is subject to quotation unless otherwise agreed and stated in the Support and Maintenance Services Document.
3.2 Where a Customer instruction is placed orally, in the event of any dispute as to the instruction given, Parallel’s version shall be deemed as the authoritative instruction, unless otherwise confirmed in writing.
3.3 The frequency of communication will be agreed in advance and also nominated Customer contacts put in place to engage with Parallel, the Customer should collate all communications to be discussed at regular meetings; all communications are conducted by telephone or via an online platform for example Google Meets (at the election of Parallel).
3.4 Where the Customer has contracted for Support and Maintenance Services; the Service will only cover Services originally agreed at the time of contract and further work is subject to quotation more fully described in the Support and Maintenance Document.
3.5 Parallel will only provide Services as described in the Support and Maintenance Document.
4. Customer Obligations
4.1 The Customer shall pay the charges for the Service in accordance with clauses 9 and 10 below.
4.2 The Customer is responsible for providing a satisfactory level of cooperation and for providing all necessary Project information and facilities to enable Parallel to produce and deliver a quality Service, including;
4.2.1 notifying us if you are unhappy with work carried out within 7 days of “Completion of work”.
4.2.2 investment of necessary time to provide comprehensive feedback regarding each stage of “Sign Off” where applicable including the “Spec Document”.
4.2.3 digital signature where applicable (Note: the Customer must be aware by signing the document in this manner they will be entering into a binding agreement; we recommend the Customer uses a certification Service provider when using digital signature technology).
4.2.4 provision of correct Project information, for example, correct point of contact details, access requirements, and all other relevant details to Support the process.
4.2.5 the Customer is solely responsible for ‘backing up’ all their own data, files and business and Customer information.
4.2.6 where applicable installing software that is necessary in order to access the Parallel Services, including but not limited to, Web Browser Software, as recommended by Parallel. The Software is installed and maintained by you at your risk.
4.2.7 adhering to both the Customer Pricing Policy and the Approval Process when requesting changes and amendments.
4.2.8 the Customer providing remote access where applicable.
4.2.9 where applicable to supply log-in details before the Spec Document is submitted within 5 days of contracting with Parallel.
4.2.10 provide all additional services not provided by Parallel, including content for the Work, Hosting services and any other third-party services necessary to deliver the Service.
4.2.11 provide clarity of the Project Team and nominated contact to deal with Parallel and a nominated contact for holiday cover.
4.2.12 arrange and ensure all third-party hosting services are in place as outlined in the Spec Document.
4.2.13 the Customer must declare what third-party integrations are required as recorded in the Spec Document, the Customer understands and agrees any changes to the third-party integrations details may incur an additional cost, payable by the Customer.
4.3 The Customer will be responsible for obtaining and holding all consents, licences, permits and other similar instruments applicable to material it supplies to Parallel for incorporation into the Work, including without limitation copyrights, trademarks, artworks, patents and all such similar instruments.
4.4 The Customer warrants and represents to Parallel that any element of text, graphics, photos, designs, trademarks or other material supplied to Parallel for inclusion in the Work are owned by the Customer, or that the Customer has permission from the rightful owner to use each of these elements and that Parallel’s use of such material shall not infringe the intellectual property rights of any third party.
4.5 Without prejudice to its rights in terms of Clause 12 hereof, Parallel is entitled to suspend or terminate the Customer’s use of the Service if the Customer fails to comply with any of its obligations under this Clause 4.
4.6 If the case of third-party involvement including existing Customers suppliers or suppliers nominated by the Customer, the Customer agrees and undertakes to ensure that all necessary information is communicated to all parties involved in the Project or Work to be carried out. Parallel is not responsible for briefing all parties unless stated in the Order Confirmation.
4.7 The Customer is responsible for gaining permission to use Intellectual Property not owned by the Customer. Parallel takes no responsibility for such undertakings.
4.8 In the event the Customer ordering directly from third parties, Parallel is not responsible for renewing Services including domain names, IT support and hosting services.
4.9 If delivery of the Service is impeded or delayed by the Customer, his contractors or third parties so as to change the scope or duration of the Services, Parallel shall advise the Customer of the effects including any increase in the Service charges or Contract Price and the Agreement shall be modified to reflect such changes.
4.10 The Customer will not request or permit anyone other than Parallel to modify or interfere with the Services provided unless stated in Order Confirmation.
4.11 Where applicable, the Customer acknowledges and confirms they will communicate the key terms as outlined in this Agreement to all End Users and the Customer will take full responsibility for the End User using any Parallel Service.
5. Duration
5.1 Unless otherwise stated, the contract duration will be based upon the length of the Project, fully described in the Proposal. And if the event the Project endures past the initial timeframe, thereafter, based upon a 30-day contract period and continues on a 30-days rolling contract basis
5.2 After the initial contact period, Support and Maintenance Services will be based upon a quarterly rolling contract. Unless otherwise agreed; all quarterly contracts will renew automatically on a quarterly basis unless the Customer offers 30 days-notice, 30 days prior to the end of the contract period as outlined in the Maintenance and Support Services.
6. Changes
6.1 Should the Customer require a change in the nature, scope or timing of the Service or in or any other aspect of this Agreement, such change shall be requested in writing. Parallel shall advise the Customer of the effects including any increase in the Service charges which may result, and the Agreement shall be modified to reflect such changes including to the Service charge and/or duration or timeframe which may be agreed.
6.2 Any additional Work required to be carried out by Parallel as a result of the Customer’s interpretation or perception of the functionality of the integration including any changes to the Spec Document will require an additional quotation to cover the Work.
7. Indemnification
7.1 The Customer shall indemnify Parallel and keep Parallel indemnified against any liability to any third-party arising out of or connected with the Customer’s use of the Services.
7.2 The Customer hereby indemnifies and holds harmless Parallel against all claims, demands, losses, damages, costs or expenses howsoever arising incurred by Parallel in connection with the Agreement as a result of a breach by the Customer of any provision of this Agreement, law or regulation. Without prejudice to the foregoing generality the Customer indemnifies and holds harmless Parallel from any and all claims, demands, losses, damages, costs or expenses arising out of the Customer’s use the Service supplied by Parallel.
7.3 Customer agrees to indemnify, keep indemnified and hold harmless Parallel from and against any claims including;
(a) any breach by the Customer (including employees) of any terms of the Agreement;
(b) by Customer’s client or contractors or users (including End User) of the Service.
7.4 You shall indemnify Parallel against any claims which may be made by third parties against Parallel in this regard and any costs and expenses incurred by Parallel in dealing with such claims.
8. Confidentiality
8.1 Each party will keep confidential any Confidential Information disclosed to it by the other. Neither party will disclose any Confidential Information to any third party, save to its agents, subcontractors, advisers or to an employee who needs to have access to such Confidential Information in connection with the performance of any obligations under the Customer Agreement, PROVIDED THAT the disclosing party will be responsible for ensuring that any person to whom it makes any such disclosure complies with this Clause 8.
9. Service charges
9.1 Charges shall be based upon the Customer paying a Contract Price. The prices charged shall be those stated on the Order Confirmation.
9.2 Unless otherwise agree, charges for all third-party expenses will be dealt with by the third party directly and not invoiced by Parallel.
9.3 Payment by the Customer shall be made by BACS only, at the election of
Parallel.
9.4 Parallel will not be held responsible for any delay to the Service where payment is not received pursuant to clause 9.1 hereof. Subsequently in certain circumstances expediting of Service delivery following late payment may incur additional costs due to be payable by the Customer.
9.5 The Customer understands and agrees, that the Contract Price will be paid over the estimated Project timeframe initially agreed at the start of the Project, this Payment Schedule will be outlined in the Quotation.
9.6 If for any reason the Project timeframe changes after the Work has commenced, impacting on the delivery date, the initial Payment Schedule agreed will remain in place despite the change in delivery times.
10. Terms of Payment
10.1 Subject to any special terms which we may agree with you in the Order Confirmation or otherwise in writing, payment by you to us will be made within 30 days of the date of each invoice issued by us to you. Unless otherwise agreed, charges shall be based upon the Customer paying as outlined in the Payment Schedule upon our acceptance of the Customer’s order and ensuring the Contract Price fully paid before Completion of Work. Please note the initial work will only commence when the initial payment has cleared.
10.2 Time of payment shall be of the essence of the Agreement. You shall not be entitled to off-set or withhold any payment for any reason whatsoever. Subsequently, in certain circumstances expediting of Services delivery following late payment may incur additional costs due to be payable by the Customer. No refunds are offered to the Customer at anytime.
10.3 If you fail to make payment within the period specified in clause 10.1 then, without prejudice to any other right or remedy available to us, we shall be entitled to;
10.3.1 suspend any further Service provision to you and/or suspend performance of the Services; and/or
10.3.2 cancel the Agreement; and/or
10.4 The Customer shall not be entitled by reason of any off-set, counter-claim, abatement, or other deduction to withhold payment of any amount due to Parallel.
10.5 In the event that the Customer’s cheque is returned by the bank as unpaid for any reason, Parallel reserves the right to charge the Customer an admin fee of £55.00.
10.6 If you are late in making a payment under this Agreement for 30 consecutive days or more, we reserve the right to pass your Customer Agreement to a reputable debt recovery company and you shall reimburse us on demand for all costs, expenses and losses associated therewith (including lost profit) or enter the court process to recover payments due if necessary.
10.7 In the event that the Customer prematurely cancels the Agreement or any portion thereof, Parallel shall be entitled to 100% of the Contract Price more fully described in the Order Confirmation, at the sole discretion of Parallel.
11. Technical Support Services
11.1 We will for the duration of this Agreement:
11.1.1 endeavour to achieve a response time of 4 hours for Support requests unless otherwise agreed in the Order Confirmation; however, the response time may alter if a Customer site visit is required. Support will be available between 9.00am and 5.30pm, Monday to Friday (excluding public holidays).
11.1.2 the Customer is required to submit requests for Support (Technical) through the weblink via the Ticket System in a timely manner.
11.1.3 the fix time will depend upon the complexity of the issue; however, we will endeavour to resolve the problem as soon as is necessary (time not being of the essence).
11.2 The following items are excluded from the Parallel Support Services including:
11.2.1 any hardware used by the Customer including third-party servers.
11.2.2 any software or services used to access the Service that has been provided by the Customer or a third-party (including third-party IT services).
11.2.3 any issues arising from the Customer using hardware, software or services in a way that is not supported or recommended by Parallel.
11.2.4 any issue arising as a result of the Customer or a third-party altering, modifying or in any way changing the Service.
11.2.5 in the event the Customer or a third-party has made unauthorised changes to the configuration or set-up of affected hardware, software or Services.
11.2.6 where applicable, the Customer has prevented Parallel from performing required Work or updates to the Service.
11.3 Parallel will not be required to provide Support if the Customer is in breach of its contract for any reason including failure to make any payment due to Parallel.
11.4 Parallel is deemed to have responded when we have contacted the Customer, after the Customer makes initial contact through the weblink via the Ticket System. The Parallel response may be in the form of an email or telephone call.
11.5 Parallel will endeavour to respond and resolve issues as quickly as possible. We recognise the importance of Service availability to our Customers. However, we are unable to provide guaranteed resolution times, due to the nature of the Service provided.
12. Termination
12.1 Parallel shall be entitled to suspend or to terminate the Service in accordance with clause 10.3 hereof.
12.2 Without prejudice to any other rights to which it may be entitled, Parallel or the Customer may terminate this Agreement by written notice if the other party commits any material breach of any of the terms of the Agreement and the breach remains un-remedied after thirty days of the defaulting party being notified by the other party of the breach and of the other party’s intention to terminate unless the breach is remedied.
12.3 Parallel may terminate provision of the Service immediately if the Customer takes or suffers any action on account of debt or is insolvent or apparently insolvent.
12.4 Parallel will not tolerate duplicity, deceit or pretence regards the parties involved with the Services provided, or in any way abusing the Service, reserving the right to terminate Services as a result of such behaviour.
12.5 Parallel has the right to terminate services if the Customer consistently tampers with or intentionally or unintentionally tampers with the Work or any other aspect of the Work over a sustained period.
12.6 Parallel will attempt to provide Services if the Customers requirements exceed that of the date of completion or the timeframe stated on the Order Confirmation. If the Customer continues to require Services, 90 days past the date or timeframe stated on the Spec Document, Parallel will have the right to terminate Services by giving the Customer a minimum of 30 days’ notice or quote for the additional Work required to complete the Service. Parallel shall be the sole arbiter of this issue.
13. Warranty
13.1 With regards to all design work, Parallel will, free of charge within a period of 30 days from the date of Completion of Work, subject to an Inspection; with respect to Work which in each case is proven to the reasonable satisfaction of Parallel to not comply with the specification due to defects in design or development (other than specified in the Spec Document); will repair such Work. This obligation will not apply where:
13.1.1 the Work has been altered or tampered with in any way whatsoever, or has been subject to misuse or unauthorised repair;
13.1.2 the Customer has failed to communicate to Parallel any change or upgrade to their software or hardware that may affect performance or access to the Work; including but not to limited to; internet browser, operating system, firewall, and internet connection.
13.1.3 any maintenance or support requirements relating to the Work has not been complied with; or
13.1.4 the Customer has failed to notify Parallel of any defect or suspected defect within seven days of Completion of Work.
13.2 The Inspection of the Work is free of charge to the Customer if any fault lies with Parallel. However, should the Inspection reveal that the Work is changed or altered in any way, the Customer is due to pay the cost of the Inspection plus any cost required to amend the issue.
13.3 Parallel will endeavour to deliver Services to the best of their ability and as stated on the Order Confirmation. However, due to the nature of the Services provided by Parallel, there is no warranty offered by Parallel with regards to any impact on the Customer’s sales revenue or increase in turnover as a result of the Work.
14. Disclaimer and Limitation of Liability
14.1 The Customer uses the Service at its own risk and in no event shall Parallel be liable to the Customer for any direct, consequential, incidental or special damage or loss of any kind (except personal injury or death resulting from Parallel’s negligence) including, the Customer’s resistance to using the Service, not having adequate budget for the Project but not limited to, loss of profits, loss of contracts, business interruptions, Customer missing deadlines, loss of or corruption of data or the Customer’s inability to use the Service, however caused and whether arising under contract or tort, including negligence or otherwise except as expressly provided herein.
14.2 If any exclusion, disclaimer or other provision contained in this Agreement is held to be invalid for any reason by a court of competent jurisdiction and Parallel becomes liable thereby for loss or damage that may lawfully be limited, such liability whether in contract, delict (including negligence) or otherwise, will not exceed the charges paid by the Customer in the one month preceding such liability arising.
14.3 Parallel shall have no liability for delay in the provision of the Service or for any effect upon the quality of the Service caused by external activities, third-party failures or problems suffered as a result of the Customer’s internal communication or the accessibility or cooperation of the Customer.
14.4 Additional costs may be due and payable by the Customer as a result of requests for requirements additional to the Services set out in the Order Confirmation. Parallel reserves the right to charge the Customer at our normal hourly rate as notified in the Order Confirmation for extra hours not originally agreed and set out in the Order Confirmation.
14.5 Parallel will not be held responsible for any delay to the Service if payment is not received pursuant to clause 9.1 and 10.1
14.6 Parallel is not responsible for third-party mistakes or external delays and will not accept delay in payment to us from you as a result of such circumstances.
14.7 Parallel can only be responsible for delivering Services as agreed in the Spec Document.
14.8 With regards to all Services, Parallel can only be responsible for delivering Services delivered by Parallel.
14.9 Ethical clause – Parallel will not tolerate duplicity, deceit or pretence regards the parties using the Service, or in any way abusing the Service, reserving the right to terminate Services as a result of such behaviour.
14.10 Parallel cannot be responsible for generating revenue for the Customer.
14.11 Parallel cannot be held responsible for any loss of data for any reason whatsoever.
14.12 Parallel can in no way be responsible for any delays incurred because of external factors including any third-party services or any external issues related to the prevention of the Work being carried out. The Customer must be aware that any expense incurred by Work being delayed must be paid for by the Customer.
14.13 The Customer assumes full responsibility for the Work when the Work goes live. Any issue with Work due to hosting services or any other third-party service will be automatically the responsibility of the Customer including delivery of SEO services or unless otherwise agreed, the readying the Work for SEO services.
15. Force Majeure
15.1 Parallel shall not be liable to you or be deemed to be in breach of the Agreement by reason of delay in performing, or any failure to perform, any of our obligations in relation to the Services, if the delay or failure was beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control:
15.1.1 act of god, explosion, flood, tempest, fire or accident; weather, war or threat of war, sabotage, pandemic flu or virus, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures or any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions, power cuts or trade disputes (whether involving our employees or of a third party); or difficulties in obtaining the System, labour, fuel, parts or machinery.
15.1.2 technical problems, external circumstances preventing suppliers delivering against deadlines or preventing delivery of third-party against agreed commitments, this includes delays due to third-party servers or third-party IT services.
16. Intellectual Property rights and ownership
16.1 All IP will be transferred to Birl once payment is completed.
16.2 Nothing in this Agreement shall be taken to prevent us from using any expertise acquired or developed during the performance of this Agreement in the provision of Services to other parties. Parallel retains the right to use Intellectual Property content (your company logo and brief description of the work) for marketing use.
16.3 All Customer-owned content and materials including all pre-existing
Trademarks shall remain the sole property of the Customer or its respective suppliers and the Customer or its suppliers shall be the sole owner of all rights in connection therewith. The Customer hereby grants to Parallel a nonexclusive, non-transferable licence to use, reproduce, modify, display and publish the Customer-owned content and materials solely in connection with the Work (including any Customer content that appears during delivery of the Parallel Service).
16.4 The Customer understands that no Intellectual Property can transfer, or any license granted before all invoices are paid. Parallel will allow access to the Intellectual Property as outlined in Clauses 16 on full payment only.
17. Title
17.1 Although the Service may have been delivered and risk and liability associated with the Service have passed to the Customer, title and ownership in the Service shall remain with Parallel and shall pass to the Customer only when Parallel has received in cash or cleared funds the (i) full price for the Service, (ii) any applicable VAT and (iv) payment of any other sums then due by the Customer to Parallel under the contract or under any other contract, agreement or arrangement between them whereby Parallel will supply the Service to the Customer.
18. Web Interface
18.1 In relation to the Support and Maintenance Service, Parallel will provide access to the Ticketing System to assist in delivering the Service.
18.1.1 Use of this Ticketing System, is subject to the limits on the Customer’s use of service only to the extent expressly permitted by this Agreement, the Customer shall not, nor permit any third-party to:
(a) use the Ticketing System or documentation nor shall the Customer use the system on behalf of or for the benefit of any such third-party, in any way whatsoever; or
(d) transfer, temporarily or permanently, any of its rights under this Agreement, or
(e) permit or assist any unauthorised third-party to obtain access to the system.
18.1.2 the Customer shall follow all reasonable instructions given by the service from time to time with regard to the Use of the Ticketing System. The Customer shall permit Parallel from time to time to verify that the use of the system is within the terms of the Agreement.
18.1.3 Parallel shall use its reasonable endeavours to ensure that the Customer has access to the Ticketing System and the Services but shall not be liable for failure or delay in the provision of the Services where such access is dependent on the resilience of the internet connection.
18.2 Where the Customer has access to the web interface (using Ticketing System), you may be required to provide a username and password. You must ensure that you keep these details secure and do not provide this information to a third-party.
18.3 The Customer agrees to be responsible for ensuring that such security information is kept secure and confidential at all times. The Customer must inform us immediately if the Customer become aware of or suspect any unauthorised use of these security details or if they become available to an unauthorised party.
19. Privacy and Data Protection
19.1 The parties acknowledge that the images of individuals appearing in videos and/or photographs produced as part of the Service will constitute personal data in terms of the Data Protection Act 1998 (“the Act”). In processing such personal data Parallel is a data processor in terms of the Act and such processing is at the behest of and under the direction of the Customer. The Customer hereby acknowledges its obligations as a data controller in terms of the Act and warrants and represents to the Service Provider that it has discharged and shall discharge its obligations in terms thereof and the Customer shall hold Parallel harmless from any claims by any third party relating thereto.
19.2 Any personal data (as defined in the Act) provided by you to us shall at all times remain your property and we shall take all reasonable precautions to preserve the integrity of such Personal Data and to prevent any corruption or loss, damage or destruction of such Personal Data, PROVIDED THAT we reserve the right to disclose to the police, the fire authorities, any other relevant authority, our insurance company and any of their representative’s details of the records kept by us.
19.3 The Internet is inherently insecure. The Customer accepts that Customer Information including any personal data or other information submitted by means of the Internet may be vulnerable to unauthorised access by third parties. We will take reasonable and appropriate technical measures to ensure that your Customer Information including any personal data is stored in a secure manner. However, we shall have no liability for disclosure of data due to errors in transmission or the fraudulent, negligent or other illegal acts of a third party, such as ‘hacking’. Any transmission of Customer Information and/or personal data through the Customer Interface or by any other means is at your own risk.
19.4 For the purposes of this Agreement the terms of The Customer shall ensure that any Personal Data which it supplies or discloses (Data Processor) has been obtained fairly and lawfully and that it has obtained all necessary consents in relation to the processing of the Personal Data including any obligation it has as Data controller to notify its employees that their Personal Data may be processed outside of the European Economic Area including services from third-parties for example where applicable XERO, Google and Jira solutions.
19.5 Both parties shall observe all their obligations under the Data Protection Laws which arise out of or in connection with this Agreement, including but not limited to the provision or use of the Services. All words and expressions in this Clause 19 shall have the meaning set out in the Data Protection Laws.
19.6 The parties acknowledge that the Customer is the Data Controller, and the Service Provider is the Data Processor in terms of this Agreement.
19.7 The Customer warrants to the Service Provider that all Personal Data provided to the Service Provider is relevant and limited to what is necessary for Processing for the purpose of delivering the Services (“the Purpose”) and that the Customer has a legitimate basis for processing of the Personal Data provided to the Service Provider.
19.8 Parallel acknowledges that, in the course of the provision of the Services it may have access to and may be required to process data comprising Personal Data for and on behalf of the Customer. It is the responsibility of the Customer to ensure that the Personal Data provided to Parallel is adequate, relevant and limited to what is necessary for Processing for the purpose of delivering the Services (“the Purpose”). Any Personal Data provided to Parallel which is deemed to be inadequate, not relevant or not necessary for the Purpose will be deleted and the Customer informed accordingly.
19.9 Parallel shall take appropriate technical and organisational security measures in respect of such Personal Data (including against the unauthorised or unlawful processing, access or disclosure of the Personal Data and against accidental loss or destruction of, or damage to the Personal Data).
19.10 Without prejudice to any other right or remedy Parallel may have, Parallel shall inform the Customer forthwith (and in any event within 24 hours of becoming aware of the event) in writing upon becoming aware of any unauthorised or unlawful processing of such Personal Data and/or accidental loss or destruction of, or damage to such Personal Data (a “Data Breach”) or suspected Data Breach. In the event of a Data Breach arising from Parallel’s failure to comply with the provisions of this Clause 19, Parallel shall upon request:
19.10.1 provide such information relating to the event as the Customer may reasonably require; and
19.10.2 use all reasonable endeavours to take such corrective and other reasonable action as the Customer may require in relation to the event.
19.11 Parallel agrees it will only transfer Personal Data outside the European Economic Area to fulfil delivery of the Service only.
19.12 Parallel shall promptly notify the Customer if:
19.12.1 it receives an access, modification or erasure request from a Data Subject in relation to such Personal Data; or
19.12.2 it receives any communication or notification from the Data Protection Commissioner or from any third party in relation to such Personal Data.
19.13 Parallel shall destroy the Personal Data either i) once it has been used for the Purpose and is no longer required or ii) in accordance with a written instruction from the Customer which specifies a Retention Period and Retention Purpose for that Personal Data.
19.14 The Customer shall be entitled to inspect and scrutinise Parallel’s processing premises, facilities, procedures and documentation in order to ascertain its compliance with this Clause 19.
19.15 Parallel represents where the Services warrants to subcontract or outsource any aspects of the Services as they relate to data protection and/or Personal Data without:
19.15.1 ensuring that the subcontractor or outsource supplier enters into a legally binding agreement with Parallel requires that the subcontractor abide by terms for the protection of Personal Data not less protective than those in this Agreement. Parallel shall provide the Customer with a copy or summary of such terms upon request and Parallel shall be fully liable for the acts and omissions of any subcontractor to the same extent as if the acts or omissions were performed by Parallel.
19.16 The Customer shall be entitled to terminate this Agreement forthwith by notice in writing to us if Parallel is in material or persistent breach of this Clause 19.
19.17 On termination of this Agreement, Parallel shall forthwith deliver to the Customer or destroy, at the Customer’s sole option, all Personal Data in its possession or under its control.
20. Assignment
20.1 Neither party shall assign, transfer or in any other manner make over to any third party the benefit and/or burden of this agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.
20.2 Nothing in this clause 20.1 shall prevent Parallel from engaging subcontractors or consultants as may be deemed necessary or desirable for the performance of Parallel’s obligations under the Agreement.
21. Notices
21.1 Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Agreement shall be deemed to have been duly given and received;
21.1.1 if personally delivered, upon delivery at the address of the relevant party;
21.1.2 if sent by first class post, two business days after the date of posting;
21.1.3 if by email, when sent;
provided that if, in accordance with the above provision, any notice, demand or other communication would otherwise be deemed to be given or made after 17:30 hours, it shall be deemed to be given or made at the start of the next business day.
21.2 Any notice personally delivered or sent by first class post shall be delivered to the address of the relevant party set out in the Order Confirmation.
22. Non-Solicitation
22.1 For a period of 12 months (as stated on the Order Confirmation), the Customer will not employ or offer employment to any person supplied by Parallel. If the Customer breaches this condition, the Customer recognises that Parallel will suffer substantial loss and will reimburse Parallel for such loss. The reimbursement will be the equivalent to a minimum of six (6) months revenue earned prior to the 12-month period.
23. General
23.1 Failure or delay by Parallel in enforcing any term of the Agreement shall not be construed as a waiver of any of its rights under it.
23.2 The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder.
23.3 The construction, validity and performance of this Agreement shall be governed by Scottish Law and the parties submit themselves to the exclusive jurisdiction of the Scottish Courts.