10.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, 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 subcontractors.
10.1.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
10.1.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 2 days, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
10.2 Assignation and subcontracting:
10.2.1 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
10.2.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
10.3.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business.
10.3.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
10.3.3 This clause 10.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
10.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
10.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
10.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
10.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
10.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
10.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
10.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Supplier.
10.9 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, Scottish law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of Scotland.
10.10.1 The Supplier and the Customer agree that, where the Services include the development or support of a website or websites, the Supplier shall ensure that the websites display and function correctly in the following internet browsers:
10.10.1.1 The latest stable version of Internet Explorer (Edge)
10.10.1.2 The latest stable version of Firefox at site launch
10.10.1.3 The latest stable version of Google Chrome at site launch
10.10.1.4 The latest stable version of Safari at site launch
10.10.2 Notwithstanding the provisions of clause 10.10.1, at the request of the Customer, the Supplier may agree to support additional internet browsers. However, the Customer shall be responsible for the cost of any additional support, which shall be agreed between the Supplier and the Customer in advance.
10.11.1 The Supplier and the Customer agree that, where the Services include website and/or email hosting, the Supplier may outsource such Services (Outsourced Services) to a professional data hosting company (Hosting Company).
10.11.2 The Customer shall hold the Supplier harmless from and against any cost, losses, liabilities and expenses relating to or resulting from any failure of any Hosting Company to maintain the Outsourced Services (Downtime).
10.11.3 Notwithstanding the provisions of clauses 10.11.1 and 10.11.2, the Supplier will use best endeavours to remedy any Downtime and, if the Supplier deems it appropriate, instruct a different Hosting Company in connection with the Outsourced Services.
10.11.4 The Supplier and the Customer agree that website and /or email hosting costs are subject to change based on industry costs on receipt of communication from the supplier. This communication will be in the form of a letter and / or email with a minimum of two weeks’ notice.
10.12 Website database backup:
10.12.1 The Supplier and the Customer agree that, where the Customer’s website includes a database, the Supplier shall not be required to backup or otherwise retain copies of any database content (Data).
10.12.2 The Customer shall hold the Supplier harmless from and against any cost, losses, liabilities and expenses relating to or resulting from any loss of Data.
10.12.3 Notwithstanding the provisions of clauses 10.12.1 and 10.12.2, the Supplier will use reasonable endeavours to assist the Customer following any loss of Data.