Service provider terms and conditions
SPINVIEW SERVICE PROVIDER TERMS AND CONDITIONS
The Services ordered by Spinview are identified in one or more separate Statements of Work or formal email communication with Statement of Work heading. Each Statement of Work together with the Terms and Conditions it references shall constitute a separate Agreement.
1.PROVIDING THE SERVICES
1.1 The Service Provider shall:
(a) provide the Services to Spinview in accordance with the SOW in accordance with Good Industry Practice;
(b) while the method of work is that of the Service Provider, comply with the reasonable requests of the Spinview Primary Contact and work and co-operate with others as may be necessary;
(c) apply the full benefit of their knowledge, expertise, contacts and skill when delivering the Services;
(d) use their best endeavours to promote the interests of Spinview;
(e) promptly give to Spinview all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services and be available on reasonable notice to provide such assistance or information as Spinview may reasonably require in connection with the Services;
(f) comply with all reasonable standards of safety at all times;
(g) not (unless specifically authorised to do so by Spinview in writing): (i) have any authority to incur any expenditure in the name of or for the account of Spinview (save for expenses permitted in accordance with the Statement of Work) or (ii) hold themselves out as having authority to bind Spinview;
(h) advise Spinview as soon as reasonably practicable in the event they are unable to provide the Services. For the avoidance of doubt, no Fees shall be payable for any period during which the Services are not provided.
1.2 Spinview shall:
(a) provide the Service Provider with such access, information and cooperation as the Service Provider may reasonably require for the proper performance of the Services; and
(b) inform Service Provider of any health and safety policies with which they must comply whilst on Spinview’s (or Spinview’s customers’) premises.
1.3 Either party may request a change in the nature or scope of the Services. Any such request shall be sufficiently detailed to enable the other party to assess the impact of the requested change. No such change shall become binding upon the parties unless and until it is agreed in writing between the parties in a separate SOW.
1.4 The Service Provider acknowledges that Spinview may retain third parties to provide similar services to those provided under an Agreement. Spinview acknowledges that Service Provider provides its services to a number of third parties, including services similar to those provided under the Agreement(s) and, perhaps, at the same time as the Agreement(s) is/are effective, provided at all times that:
(a) such activity does not cause a breach of the Service Provider’s obligations under an Agreement (note in particular the provisions relating to protection of business interests); and
(b) the Service Provider shall give priority to the provisions of the Services to Spinview over any other business activities undertaken by the Service Provider during the course of the Agreement(s).
2.INTELLECTUAL PROPERTY RIGHTS AND LICENCE
2.1 Spinview IP, In the course of your employment with Spinview, you may have access to or use Spinview IP. You acknowledge and agree that:
(a) all right, title and interest in and to Spinview IP together with all Goodwill attaching to any of it, remains at all times the absolute property of Spinview;
(b) any subsequent reputation developed through your use of the Assigned Works and Spinview IP, whether in part, whole or combined, immediately ensures to the exclusive benefit of Spinview upon creation;
(c) any improvements, modifications or variations to any of the Assigned Rights or Spinview IP, developed or acquired by you during the Term and any Intellectual Property Rights subsisting in them; and
2.2 Intellectual Property Rights For good and valuable consideration (receipt of which you acknowledge), you now assign to Spinview absolutely and without encumbrance, your worldwide rights, title and interests in any Assigned Rights including the right to:
(a) any future copyright which may in future subsist in the Assigned Rights;
(b) apply for registration of the Assigned Rights where applicable,
(c) take action and obtain any damages and/or other remedies (including an account of profits) for past infringement of, or wrongful interference with any Assigned Rights.
2.2.1 You hereby appoint Spinview as your true and lawful attorney and give authority to Spinview to execute all documents and do all things necessary in your name for the sole purpose of putting this clause 4 into effect.
2.2.2 You acknowledge and agree that you have no right or claim now or in the future against Spinview in respect of the Assigned Rights, and that no rights are granted or to be implied directly or indirectly under any Intellectual Property Right now or in the future held, made, obtained or licensable by Spinview in respect of the Assigned Rights.
2.2.3 You undertake to:
(a) not challenge or oppose, or assist any other person to challenge or oppose Spinview’s use and ownership of the Assigned Rights; and
(b) do all acts and execute all documents necessary to assign to effect the transfer or assignment of the Assigned Rights to Spinview or to enable Spinview to enforce their rights in the Assigned Rights (at Spinview’s expense).
2.2.4 These undertakings survive despite the termination of this Agreement or any Other Agreement.
2.2.5 You waive any moral rights (as conferred by the Copyright Act 1968) that you may have in the Assigned Rights and consent to any act or omission which might otherwise amount to an infringement of your moral rights in the Assigned Rights.
2.2.6 Without Spinview’s written permission, you must not, whether during the term of your employment with Spinview, or any time afterwards:
(a) use or exploit the Spinview IP for any purpose other than in the fulfilment of your engagement with Spinview or in any way that could: (i) damage the reputation of Spinview; (ii) jeopardise any Intellectual Property Rights of the Spinview IP; or (iii) cause the Spinview IP to be brought into disrepute;
(b) assert any right to any of the Spinview IP in any manner with your rights under this Agreement or Other Agreements including applying to register any trademarks or domain names that contain the Spinview trade marks that are substantially identical with or deceptively similar to, or capable of being confused with any of them;
2.3 Spinview shall own all Intellectual Property Rights in the Deliverables and Spinview Materials. To the extent that the Service Provider is deemed to own any rights in the Deliverables and/or Spinview Materials, the Service Provider hereby assigns to Spinview all Intellectual Property Rights in such Deliverables and/or Spinview Materials. The Service Provider shall waive any and all moral rights in the Deliverables and/or Spinview Materials to the extent permitted under applicable law. If requested by Spinview, the Service Provider shall sign all documents and do all other acts necessary to give effect to this clause.
2.4 The Service Provider undertakes not to register or attempt to register any of the Intellectual Property Rights in the Deliverables and/or Spinview Materials unless requested to do so by Spinview.
2.5 The Service Provider warrants to Spinview that it will not infringe the Intellectual Property Rights of any person in the course of providing the Services.
2.6 The Service Provider agrees to indemnify Spinview and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by Spinview, or for which Spinview may become liable, with respect to any intellectual property infringement claim or other claim relating to the Deliverables. The Service Provider shall maintain adequate liability insurance coverage in respect of this indemnity.
2.7 If Spinview provides any Spinview Materials to the Service Provider, Spinview (or its licensors) grants the Service Provider a non-exclusive licence to use Spinview Materials solely for the purpose of performing the Services and/or providing the Deliverables under an Agreement. Such licence shall automatically terminate upon the termination of the applicable Agreement.
2.8 The Service Provider (or its licensors) shall retain all Intellectual Property Rights in the Service Provider Materials. If the Service Provider incorporates any Service Provider Materials into the Services and/or Deliverables then the Service Provider:
(a) will identify such Service Provider Materials in the SOW before using it as part of the Services and/or incorporating it into any Deliverable; and
(b) grant Spinview a nonexclusive, royalty-free, perpetual, irrevocable, worldwide licence to use, reproduce, modify, display, publish, adapt, make available, communicate, perform, sublicense and distribute the Service Provider Materials (or portions thereof) to the extent necessary for Spinview, its affiliates and its clients to have full use and enjoyment of the Services and/or the Deliverables provided by the Service Provider.
2.9 All Service Provider Materials and Spinview Materials shall be deemed Confidential Information, except for any open source software.
3.INVOICING AND PAYMENT
3.1 The Service Provider shall invoice Spinview for the Fees in the manner agreed in the SOW.
3.2 The Service Provider shall (where applicable and unless otherwise agreed in writing by Spinview) accompany each invoice sent to Spinview with a timesheet including the hours or Business Days being billed in that invoice.
3.3 All sums payable under each applicable Agreement are exclusive of VAT which, if applicable, shall be paid in addition.
3.4 Spinview will not be operating PAYE or making or deducting any national insurance contributions in respect of the provision of the Services. The Service Provider is solely responsible for, and will account to the appropriate authorities for all income tax liabilities and national insurance or similar contributions payable in respect of the payments made to them under this Agreement. If any claim, assessment or demand is made against Spinview for the payment of income tax or national insurance contributions or other similar contributions due in respect of the payments made to the Service Provider under this Agreement, the Service Provider will indemnify Spinview against any liability, assessment or claim together with all reasonable costs and expenses and any penalty, fine or interest paid by Spinview in connection with or in consequence of any such liability, assessment or claim, except where (i) such recovery is prohibited by law or (ii) such costs, expenses or penalty or interest arises out of Spinview’s negligence or wilful default.
4.1 Each party warrants to the other that it has full power and authority to enter into an Agreement and to perform its respective obligations under it.
4.2 The Service Provider represents and warrants to Spinview that:
(a) the Services shall comply with the Specification (if any); and
(b) no software provided as part of the Services or Deliverables shall contain any computer viruses, worms, trojans or equivalent harmful code.
4.3 Except as expressly provided in an Agreement, all other conditions, terms and warranties, express or implied by statute or otherwise are excluded to the fullest extent permitted by applicable law.
5.TERM AND TERMINATION
5.1 Each Agreement shall commence on the Effective Date stated on the applicable SOW and shall remain in force until the Services have been delivered or that Agreement is terminated earlier pursuant to this clause or clause 10.1 (Force Majeure).
5.2 Spinview may terminate an Agreement by giving not less than 30 days’ prior notice to Service Provider.
5.3 Upon giving notice of termination, Spinview may require the Service Provider not to use its systems, enter its premises, contact or deal with any of its officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contacts. Spinview may elect during the notice period not to obtain any Services from the Service Provider (in which case it will pay for the Services that would have been provided in accordance with the Agreement).
5.4 Termination without notice. Spinview may suspend performance of and/or terminate an Agreement with immediate effect, with no further obligation to make any further payment, by notice in writing if the Service Provider:
(a) commits any serious or repeated breach of an Agreement;
(b) is unable to provide the Services in a proper and efficient manner (this includes being unable to provide the Services by reason of ill health for aggregate periods of more than 5 business days in a period of 2 months);
(c) is in the reasonable opinion of Spinview grossly negligent or incompetent in the performance of the Services;
(d) is guilty of any fraud or dishonesty or acts in any manner which in the opinion of Spinview brings or is likely to bring Spinview into disrepute or is materially adverse to the interests of Spinview;
(e) is found to have given untrue or inaccurate warranties;
(f) is made bankrupt or compounds with or enters into any voluntary arrangements with its creditors;
(g) is convicted of any criminal offence which materially affect its ability to provide the Services.
5.5 The Service Provider may terminate an Agreement with immediate effect, without liability to pay any compensation or damages, by written notice to Spinview if at any time:
(a) Spinview commits any serious or repeated breach of an Agreement;
(b) Spinview makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors, or an administration or winding up order is made, or an administrator or receiver is appointed in relation to Spinview.
5.6 On termination of an Agreement for any reason, Spinview shall pay all outstanding fees which have become properly due and payable for Services performed in accordance with that Agreement as at the date of such termination.
5.7 Any termination of an Agreement shall be without prejudice to any other rights or remedies either party may be entitled to under that Agreement or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision in that Agreement which is expressly or by implication intended to come into force on or continue after such termination.
6.COMPANY PROPERTY AND INFORMATION
6.1 The Service Provider shall, on request by Spinview at any time:
(a) immediately deliver to Spinview all documents, books, materials, records, correspondence, papers, Photographs and information (on whatever media and wherever located) relating to the business or affairs of Spinview or its business contacts, any keys, credit card and any other property of Spinview, which is in the possession or under the control of the Service Provider; and/or
(b) irretrievably delete any information relating to the business of Spinview however stored (e.g. on any magnetic or optical disk or memory) and all matter derived from such sources which is in the possession or under the control of the Service Provider outside Spinview’ premises.
7.1 The recipient of any Confidential Information will not disclose that Confidential Information, except to employees and/or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities: (a) use such Confidential Information only to exercise rights and fulfil obligations under the applicable Agreement, and (b) keep such Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, such notice to be sufficient to give the discloser the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.
7.2 Neither party can advertise or publicly announce, communicate or circulate the existence of an Agreement or any association with the other party without the prior written consent of the other party (such consent not to be unreasonably withheld, delayed or conditioned).
8.PROTECTION OF BUSINESS INTERESTS
8.1 To protect the legitimate interests of Spinview, the Service Provider agrees that they will not (without prior written approval), at any time during an Agreement with Spinview and for a period of 6 months following the termination of all Agreements with Spinview:
(a) solicit, entice, induce or encourage a Client or Prospective Client away from Spinview (or any Group Company) in respect of the supply of Competitive Services;
(b) in competition with Spinview accept business from, or otherwise deal with, a Client or Prospective Client for the supply of Competitive Services;
(c) solicit or endeavour to solicit away from Spinview, or employ or engage, any person with whom the Service Provider has had dealings or personal contact (other than minimal), in the course of an Agreement, and who is or was at any point during the Relevant Period employed or engaged by Spinview;
(d) in competition with Spinview, interfere or endeavour to interfere with the continuance of supplies to Spinview by a Supplier;
(e) engage in any business which competes (or intends to compete) with the business of Spinview (the Service Provider also recognises that the business of Spinview can be conducted virtually from any location in the world. Imposing a geographical limitation on the place from which business is conducted would render the restrictions ineffective);
(f) at any time after the end of the Agreement, represent themselves as connected with Spinview in any capacity, or use any registered names or trading names associated with Spinview.
8.2 The periods for which the above restrictions apply may, at the discretion of Spinview, be reduced.
8.3 For the purpose of this paragraph:
“Competitive Services” means services that Spinview was supplying or negotiating or actively and directly seeking to supply to a Client or Prospective Client and in relation to which at some point during the Relevant Period the Service Provider was materially concerned in the performance of their duties.
“Client” means a person:
(a) who is or who was at any time during the Relevant Period a client of Spinview (whether or not goods or services were actually provided during such period); and
(b) with whom the Service Provider or staff reporting directly to the Service Provider had dealings at any time and/or for whom the Service Provider was responsible and/or about whom the Service Provider was in possession of confidential information, in any such case in the performance of their duties to Spinview during the Relevant Period.
“Prospective Client” means a person:
(a) to whom, at any time during the Relevant Period, Spinview offered to supply goods or services, or to whom Spinview provided details of the terms on which it would or might be willing to supply goods or services, or with whom Spinview or any Group Company had any negotiations or discussions regarding the possible supply of goods or services; and
(b) with whom the Service Provider or staff reporting directly to the Service Provider had dealings or and/or for whom the Service Provider was responsible and/or about whom the Service Provider was in possession of confidential information, in any such case in the performance of their duties to Spinview at any time during the Relevant Period.
“Relevant Period” means the period of up to 12 months ending on the day the Agreement terminated.
“Supplier” means a person:
(a) from whom, at any time during the Relevant Period, Spinview received goods or services; and
(b) with whom the Service Provider or staff reporting directly to the Service Provider had dealings or and/or for whom the Service Provider was responsible and/or about whom the Service Provider was in possession of confidential information, in any such case in the performance of their duties to Spinview at any time during the Relevant Period.
8.4 The restrictions imposed on the Service Provider by this clause apply to the Service Provider acting in any capacity, directly or indirectly, and on their own behalf or on behalf of, or in conjunction with, any firm, company or person.
8.5 Each part of this paragraph constitutes an entirely separate and independent restriction. If any restriction is held to be invalid or unenforceable by a court of competent jurisdiction, it is intended and understood by the parties that such invalidity or unenforceability will not affect the remaining restrictions.
8.6 None of the above restrictions in clause shall prevent the Service Provider from:
(a) holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or
(b) being engaged or concerned in any business concern, provided that their duties or work do not relate to Competitive Services.
8.7 If the Service Provider receives an offer to be involved in a business concern in any capacity during the Employment, or before the expiry of the last of the restrictions, they shall give the person making the offer a copy of this clause and shall tell Spinview the identity of that person as soon as possible after accepting the offer.
9.1 To the extent that the nature of the Services requires the Service Provider to process Personal Data, the Service Provider shall process all Personal Data in accordance with DP Laws and comply with any reasonable instructions from and on behalf of Spinview regarding the processing of that Personal Data. Spinview shall inform the Service Provider immediately of any suspected or confirmed data protection breaches or unauthorised or unlawful processing, loss, or destruction of, or damage to Personal Data processed as part of providing the Services. To the extent that the Services consist of the development of software, the Service Provider shall develop the software having regard to DP Laws and the concept of privacy by design.
9.2 The Service Provider consents to Spinview processing personal data and sensitive personal data relating to the Service Provider at any time (before, during or after the Appointment) to the extent reasonably necessary in connection with: personnel, administrative, financial, regulatory, payroll, insurance, pension, employee benefits and other purposes related or ancillary to this Agreement or the business of Spinview; any merger, sale or acquisition of a company or business in which Spinview is involved; any complaint or grievance against the Service provider.
9.3 The Service Provider consents to its personal data or sensitive personal data being transferred to countries outside the European Economic Area for the above purposes provided that Spinview takes reasonable steps to ensure that an adequate level of protection is available in the territory to which the data is to be transferred. The Service Provider agrees that Spinview may carry out monitoring of its premises and the usage of its communications facilities (including use by the Service Provider of Spinview’s email, phone, mobile phone and computer communication).
10.1 Neither party shall be in breach of an Agreement nor liable for delay in performing, or failure to perform, any of its obligations under that Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control (force majeure). In such case, the operation of an Agreement will be suspended for that period (and only during that period).
10.2 The Service Provider shall not assign, sub contract or otherwise transfer their rights or delegate their obligations under an Agreement, in whole or in part, without the prior written consent of Spinview. In the event the Service Provider is unable to perform the Services for whatever reason, they will, if possible, offer a substitute to Spinview. Spinview may, at its sole discretion, refuse to accept any substitute service provider.
10.3 Spinview may sub-contract or assign or transfer any of its obligations or rights under an Agreement in whole or in part at its sole discretion.
10.4 An Agreement constitute(s) the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.
10.5 If a provision of an Agreement is held to be illegal or unenforceable, in whole or in part, under an enactment or rule of law, it shall to that extent be deemed not to form part of that Agreement and the enforceability of the remainder of the Agreement shall not be affected.
10.6 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in an Agreement.
10.7 No failure or delay by a party to exercise any right or remedy provided under an Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. 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.
10.8 Nothing in an Agreement is intended to, or shall be deemed to, establish any employment relationship, partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided herein. Service Provider at all times is acting as an independent contractor in relation to its provision of the Services. The understanding and intention of both parties is that no individual providing the Services on behalf of Service Provider will be an ‘agency worker’ within the meaning of the Agency Workers Regulations 2010 (“AWR”) and that AWR will not apply in respect of the Services provided under an Agreement.
10.9 The parties shall: (i) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements); (ii) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; (iii) promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of this Agreement.
10.10 An Agreement may be executed in two counterparts each of which shall be deemed an original and which, when taken together, shall constitute one and the same instrument, but the Agreement shall not be binding upon the parties until it has been signed by both parties.
10.11 Nothing in an Agreement shall confer on any third party any benefits under the provisions of the Contracts (Rights of Third Parties) Act 1999.
10.12 All notices must be in English, in writing, addressed to the other party’s primary contact and sent to their then current postal address or email address or other address as either party has notified the other in accordance with this clause. All notices shall be deemed to have been given on receipt as verified by written or automated receipt or electronic log (as applicable).
10.13 Each Agreement 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 the law of England and Wales and subject to the exclusive jurisdiction of the Tribunals and Courts of England and Wales.
11.DEFINITIONS AND INTERPRETATION
11.1 The following words and phrases shall have the following meanings:
“Agreement” means a Statement of Work together with these Terms and Conditions;
Assigned Rights means all Intellectual Property Rights created or developed by you in the course of performing services for Spinview pursuant to these Terms or any other Agreements, whether created prior to or after the date of these Agreement.
“Business Day” means a period of 8 hours worked between the hours of 9am and 6pm in the country in which the Services are being performed, excluding public holidays in that country;
“Confidential Information” means, in relation to either party, any of Service Provider’s or Spinview’s (as the case may be) trade secrets, business, commercial or operational information or any other confidential or proprietary information excluding any information: (a) which is publicly known or becomes publicly known other than by a breach of an Agreement; and (b) which, when it was disclosed to the other Party, was already known by that party and such prior knowledge can be demonstrated to the reasonable satisfaction of the disclosing party. Confidential Information includes (but is not limited to): (a) any information which the Service Provider is told is confidential; (b) current, future or past strategic ambitions, milestones and plans of Spinview; (c) details of Spinview’ relationships or arrangements with partners, vendors and Clients and Potential Clients; (d) knowledge of the requirements of Spinview’ partners, vendors and customers; (e) details of Spinview’ business methods, finances, prices or pricing strategy, marketing or development plans or strategies (including Spinview’ financial information, results and forecasts); (f) personal information about any of Spinview’ directors or employees; (g) information relating to financial arrangements Spinview has with individuals (including “investors”, “angels” and “seed investors”) or institutions, or the identity and details of individuals who are investing via a third party or institution; (h) information which could, if divulged directly or indirectly, present strategic opportunities or advantages to Spinview’ competitors or rivals or embarrass Spinview; (i) details of any Spinview’ project on software development; (j) any information relating to the software, production methods, tools and techniques used by Spinview in the course of its business; (l) any information or document relating to Spinview’ operations or business, confidential reports or research commissioned by or provided to Spinview; (m) any trade secrets of Spinview including know-how and confidential transactions; (n) any information which has been given in confidence to Spinview by Clients, Potential Clients, Suppliers or other persons.
“Deliverables” means any software (including any modifications and/or documentation related to it), code, product, invention, discovery, improvement, document, Photograph and/or other material created, prepared, made, or produced by Service Provider that are provided to Spinview under an Agreement except for Service Provider Materials and any open source software;
“DP Laws” means the Data Protection Act 1998, the EU Data Protection Directive 95/46/EC, the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy from time to time, including where applicable legally binding guidance and codes of practice issued by the Information Commissioner;
“Expenses” means all atypical expenses including, without limitation, cost of travel to other Spinview sites or to the sites of Spinview’s customers, hotel costs and subsistence of providing services off site), but not including the costs of travel to the usual Spinview (or Spinview’s Clients or Potential Clients) site and subsistence whilst working at the usual Spinview (or Spinview’s Clients or Potential Clients) site unless otherwise agreed expressly by Spinview;
“Fees” means the charges set out in the SOW;
“Good Industry Practice” means standards, practices, methods and procedures conforming to all applicable laws and the exercise of that degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged in a similar type of undertaking under the same or similar circumstances;
“Goodwill” means any positive advantage or benefit which has accrued in or attached to any Intellectual Property Rights through its use and exploitation.
“Intellectual Property Rights” means all rights conferred under statute, common law or equity now or in the future and wherever in the world subsisting in and in relation but not limited to: (i) patents, registered trademarks, registered designs, applications and rights to apply for any of those rights; (ii) unregistered trademarks, service marks, copyrights (including, where applicable, applications and rights to apply for registration of copyright and rights in computer software), topography rights, database rights, moral rights, know-how, rights in designs and inventions; (iii) trade secrets, rights in confidence, business and company names, Internet domain names and email addresses; the goodwill attaching to any of the aforementioned rights; and(iv) any forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world;
“Permitted Use” means any use of Confidential Information by you which is reasonably required for achieving the Purpose, including by copying, reproducing or storing, or assisting a third party to do any of those things to, Confidential Information, PROVIDED THAT, in relation to any copies or reproductions of Confidential Information, you:
(a) clearly mark such copies or reproductions as “Confidential” or words to similar effect; and
(b) maintain at all times, records of the whereabouts and location of such copies or reproductions, but does NOT include:
(c) disclosing Confidential Information save for Permitted Disclosures; or
(d) using Confidential Information to: (i) apply for, or directly or indirectly assist any other person to apply for, registration of any Intellectual Property Rights; or (ii) contest or oppose, or attempt to invalidate, any application for registration Intellectual Property Rights by Spinview.
“Personal Data” shall have the meaning given to it in applicable DP Laws;
“Services” means the services stated in the SOW including the Specification (if any);
“Service Provider” means the individual identified in an SOW;
“Service Provider Materials” means any software, business process, document and/or other material created, prepared, made, or produced by Service Provider before the relevant Agreement came into force;
“Specification” means the specification set out in Schedule 1 (if any) to a SOW;
“Spinview IP” means the Assigned Rights and any other material and works owned by Spinview and in which Intellectual Property Rights subsist.
“Spinview Materials” means any software (including any modifications and/or documentation related to it), code, product, invention, discovery, improvement, document and/or other material created, prepared, made, or produced by Spinview, its licensors and/or any of its Personnel that are provided to the Service Provider;
“Statement of Work” or “SOW” means a statement of work signed by the parties containing project specific terms (including any Specification) which references or incorporates by reference these Terms and Conditions.
11.2 Definitions in an SOW apply to terms in these Terms and Conditions and vice versa.
11.3 Clause headings shall not affect the interpretation of the applicable Agreement.
11.4 The words “include” and “including’ shall not limit the generality of any words preceding them.
11.5 Each SOW shall form a separate Agreement between Spinview and Service Provider on the terms contained in that SOW and in these Terms and Conditions. Each Agreement shall be separately terminable in accordance with these Terms and Conditions.