CMYUK Digital Ltd – Commercial Terms and Conditions for the Supply of Goods and Services

Document Reference CMYUK Digital-TCS-001 | Version 1.0

Purpose and Guiding Principles

This document establishes the commercial terms and conditions under which CMYUK Digital Ltd supplies goods, services, software, maintenance, engineering support and related professional services to its business customers.

The Agreement has been developed to provide a consistent, commercially balanced and professionally governed contractual framework that reflects the Company's day-to-day operations while protecting the interests of both CMYUK and its customers.

These Terms and Conditions are intended to:

provide clarity regarding the rights and responsibilities of each party;
establish a fair and balanced allocation of commercial risk;
promote cooperation, transparency and good faith throughout the commercial relationship;
support the reliable delivery, installation, commissioning and ongoing support of products and services;
provide a contractual framework capable of adapting to future technological, operational and regulatory developments through controlled revision.

The objective of this Agreement is not to create unnecessary legal complexity but to provide a clear, practical and professionally drafted commercial standard that accurately reflects the way CMYUK Digital Ltd conducts business.

This introductory section forms part of the publication material for this document and is provided to explain its purpose. Unless expressly stated otherwise, it does not create additional contractual obligations beyond those contained within the Agreement itself.

Using this Agreement

This document is intended to be used as CMYUK Digital Ltd's standard commercial terms for business-to-business transactions involving the supply of goods, services or a combination of both.

Clause 1 – Definitions and Interpretation
Clause 2 – Basis of Contract
Clause 3 – Pricing and Quotations
Clause 4 – Payment
Clause 5 – Export, Import and Trade Compliance
Clause 6 – Delivery, Installation and Commissioning
Clause 7 – Engineering Services
Clause 8 – Risk
Clause 9 – Title, Ownership and Possession
Clause 10 – Intellectual Property Rights
Clause 11 – Warranty Framework
Clause 12 – Warranty Administration and Responsibility
Clause 13 – Service, Maintenance and Technical Support
Clause 14 – Limitation of Liability
Clause 15 – Confidentiality and Information Security
Clause 16 – Data Protection and Data Processing
Clause 17 – Force Majeure and Business Continuity
Clause 18 – Suspension, Termination and Orderly Exit
Clause 19 – Compliance, Ethics and Responsible Business Conduct
Clause 20 – General Legal Provisions
Clause 21 – Survival
Clause 22 – Governing Law, Jurisdiction and Dispute Resolution

Clause 1 – Definitions and Interpretation

1.1 Definitions

In these Terms and Conditions, unless the context otherwise requires, the following expressions shall have the meanings set out below.

Acceptance – The point at which a Contract is formed in accordance with Clause 2.

Applicable Law – All laws, statutes, regulations, statutory instruments, codes of practice and regulatory requirements applicable to the Goods, Engineering Services or the performance of the Contract.

Applicable Warranty – The warranty applicable to the Goods or Engineering Services as identified in the Contract, which may be provided by CMYUK, the Manufacturer or another authorised warranty provider.

Business Day – Any day other than a Saturday, Sunday or public holiday in England on which banks are generally open for business.

CMYUK – CMYUK Digital Ltd, its successors and permitted assigns.

Commissioning – The process of configuring, testing and verifying that the Equipment has been installed correctly and is capable of operating substantially in accordance with the agreed specification, subject to any stated limitations.

Confidential Information – Any commercial, financial, technical or operational information disclosed by one party to the other which is identified as confidential or which a reasonable business person would understand to be confidential.

Consumables – Ink, media, chemicals, replacement components and other consumable products supplied for use with the Equipment.

Contract – The legally binding agreement between CMYUK and the Customer comprising, in order of precedence where applicable:

(a) any separately executed written agreement;

(b) the Quotation;

(d) any agreed specification, scope of work or statement of work;

(e) these Terms and Conditions; and

(f) the Customer's purchase order, but only to the extent that it does not conflict with the documents listed above.

Customer – The business entity purchasing Goods or Engineering Services from CMYUK under the Contract.

Delivery – Completion of delivery in accordance with the agreed delivery terms and Clause 6 of this Agreement.

Documentation – Operating manuals, technical documentation, user instructions, maintenance information and other documents supplied in connection with the Goods.

Engineering Services – Installation, commissioning, configuration, integration, training, maintenance, repair, diagnostic, consultancy and other technical services supplied by CMYUK as specified in the Contract.

Equipment – The machinery, printers, cutters, hardware, accessories and associated products supplied by CMYUK under the Contract.

Force Majeure Event – Has the meaning given in Clause 17.

Goods – The Equipment, Consumables, spare parts, software, firmware, subscriptions and any other products supplied by CMYUK under the Contract.

Incoterms® 2020 – The rules published by the International Chamber of Commerce known as Incoterms® 2020, as amended or replaced from time to time.

Installation – The physical positioning, assembly and connection of Equipment at the Customer's Site in accordance with the Contract.

Interpretation – Unless the context otherwise requires:

(a) words importing the singular include the plural and vice versa;

(b) references to a person include a company, partnership, limited liability partnership or other legal entity;

(d) headings are included for convenience only and do not affect interpretation; and

(e) the words "including", "includes" and "in particular" shall be interpreted as illustrative and shall not limit the general meaning of the words preceding them.

Deliverables – Deliverables means any reports, documentation, drawings, training materials, configurations, software settings, commissioning records, test results or other work product produced by CMYUK in the course of providing the Engineering Services.

Intellectual Property Rights – Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, design rights, database rights, confidential information, know-how and all other intellectual property rights, whether registered or unregistered, including applications for and rights to apply for such rights, anywhere in the world.

Manufacturer – Manufacturer means the original manufacturer of the Goods or any component thereof, whether or not CMYUK is an authorised distributor, reseller or service partner of that manufacturer.

Order – Order means the Customer's written or electronic request to purchase Goods or Engineering Services from CMYUK.

Order Acknowledgement – Order Acknowledgement means CMYUK's written confirmation accepting an Order, whether issued electronically or in hard copy, together with any documents expressly incorporated within it.

Parties – Parties means CMYUK and the Customer together, and Party means either one of them.

Price – Price means the charges payable by the Customer for the Goods and/or Engineering Services as specified in the Contract.

Quotation – Quotation means CMYUK's written quotation, proposal or tender for the supply of Goods and/or Engineering Services, including any accompanying specification, scope of work or commercial proposal.

Risk – Risk means the responsibility for accidental loss of or damage to the Goods as determined in accordance with Clause 8.

Services – Services means the Engineering Services and any other services supplied by CMYUK under the Contract.

Site – Site means the Customer's premises or any other location at which the Goods are to be delivered or the Services performed.

Software – Software means any software, firmware, operating system, application, licence key, subscription service or cloud-based platform supplied, licensed or made available in connection with the Goods or Services.

Spare Parts – Spare Parts means replacement parts, assemblies or components supplied by CMYUK for use with the Goods.

Specification – Specification means the technical specification, statement of work, scope of services, manufacturer's specification or other document describing the Goods or Services agreed between the Parties.

Support Responsibility Model – Support Responsibility Model means the allocation of responsibilities between CMYUK, the Manufacturer, the Customer and, where applicable, any third-party service provider for installation, commissioning, warranty support, maintenance, technical support and related obligations under the Contract.

Terms and Conditions – Terms and Conditions means these Standard B2B Terms and Conditions of Sale, Supply and Engineering Services, as amended in accordance with the Contract.

Warranty – Warranty means the Applicable Warranty provided by CMYUK, the Manufacturer or another authorised warranty provider in accordance with the Contract.

Working Hours – Working Hours means CMYUK's normal business hours, as notified to the Customer from time to time, excluding weekends and public holidays in England unless otherwise agreed in writing.

1.2 Interpretation

Unless the context otherwise requires:

Words importing the singular include the plural and vice versa.

References to one gender include every gender.

References to a person include any individual, company, partnership, limited liability partnership, corporation, public authority or other legal entity.

References to legislation include any amendment, re-enactment, consolidation or replacement of that legislation.

References to clauses, schedules and appendices are references to clauses, schedules and appendices of the Contract unless otherwise stated.

Headings are included for convenience only and do not affect interpretation.

References to writing or written include email and other forms of electronic communication where expressly permitted by the Contract.

The words including, includes, in particular and similar expressions are illustrative only and shall not limit the general meaning of the words preceding them.

A reference to a document includes any agreed amendment or replacement of that document.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect unless the context requires otherwise.

Clause 2 – Basis of Contract

2.1 Application

2.1.1 These Terms and Conditions apply to every Quotation, Order, Contract and supply of Goods or Engineering Services by CMYUK unless expressly varied by a written agreement signed by authorised representatives of both Parties.

2.1.2 These Terms and Conditions apply to the exclusion of any terms or conditions proposed or supplied by the Customer, including any terms contained within a purchase order, acknowledgement, specification or other document, except to the extent expressly agreed in writing by CMYUK.

2.1.3 No variation to these Terms and Conditions shall be effective unless made in accordance with Clause 20.

2.2 Quotations

2.2.1 Unless expressly stated otherwise in writing, every Quotation issued by CMYUK:

(a) is provided for information and commercial negotiation purposes only;

(b) does not constitute an offer capable of acceptance;

(d) may be withdrawn, amended or superseded by CMYUK at any time before a Contract is formed.

2.2.2 A Quotation is based upon the information made available by the Customer at the time it is prepared. Where that information subsequently changes, CMYUK reserves the right to revise the Quotation accordingly.

2.3 Orders

2.3.1 The Customer is responsible for ensuring that every Order, together with all specifications, drawings, quantities, technical requirements and other information supplied to CMYUK, is complete, accurate and suitable for the intended purpose before submission.

2.3.2 Submission of an Order constitutes an offer by the Customer to purchase the Goods and/or Engineering Services specified within that Order in accordance with the Contract.

2.3.3 CMYUK shall be under no obligation to accept any Order.

2.4 Formation of Contract

2.4.1 A Contract shall only come into existence when CMYUK:

(a) issues an Order Acknowledgement;

(b) confirms acceptance of the Order in writing; or

2.4.2 Until a Contract has been formed, either Party may withdraw from negotiations without liability, subject to any separate confidentiality or non-disclosure obligations.

2.5 Customer Purchase Orders

2.5.1 Where the Customer issues a purchase order, it shall be used solely for the Customer's internal administrative purposes unless CMYUK expressly agrees otherwise in writing.

2.5.2 Any terms or conditions contained within, referred to by, or incorporated into a Customer purchase order shall have no contractual effect and are expressly rejected unless specifically accepted in writing by an authorised representative of CMYUK.

2.6 Order of Precedence

Where any inconsistency exists between the Contract documents, they shall take precedence in the following order:

(a) any separately executed written agreement between the Parties;

(b) the Quotation;

(d) any agreed specification, statement of work or scope of services;

(e) these Terms and Conditions; and

(f) the Customer's purchase order, but only to the extent that it records administrative information that does not conflict with the documents listed above.

2.7 Electronic Communications

2.7.1 The Parties agree that Quotations, Orders, Order Acknowledgements and other contractual communications may be exchanged electronically.

2.7.2 An electronic communication shall satisfy any contractual requirement for written communication unless Applicable Law requires an alternative form.

2.8 Customer Reliance

2.8.1 The Customer acknowledges that it has satisfied itself as to the suitability of the Goods and Engineering Services for its intended application based upon the information available at the date of Contract.

2.8.2 The Customer acknowledges that it has not relied upon any representation, statement or promise not expressly incorporated into the Contract. Nothing in this Clause excludes liability for fraudulent misrepresentation.

2.9 Changes Before Acceptance

2.9.1 The Customer may request amendments to an Order at any time before a Contract is formed.

2.9.2 CMYUK shall use reasonable endeavours to accommodate such requests but shall not be obliged to do so.

2.9.3 Where an amendment affects pricing, delivery, engineering resources, specification or timescales, CMYUK may issue a revised Quotation before accepting the amended Order.

2.10 Good Faith During Formation

Before a Contract is formed, each Party shall deal with the other honestly and in good faith during the quotation and negotiation process.

Neither Party shall incur liability merely because negotiations are discontinued before a Contract is formed.

Clause 3 – Pricing and Quotations

3.1 Price

3.1.1 The Customer shall pay the Price for the Goods and Engineering Services in accordance with the Contract and Clause 4 (Payment).

3.1.2 Unless expressly stated otherwise in the Contract, the Price shall comprise only those Goods, Engineering Services and other charges expressly identified in the Quotation or otherwise agreed in writing between the Parties.

3.1.3 The Price does not include any Goods, Services, Deliverables or work requested by the Customer outside the agreed scope of the Contract unless expressly stated otherwise.

3.1.4 Where additional work is requested by the Customer or becomes reasonably necessary due to circumstances outside CMYUK's control, such work shall be treated as a variation and charged in accordance with this Agreement.

3.2 Taxes, Duties and Other Charges

3.2.1 Unless expressly stated otherwise, all Prices are exclusive of:

(a) Value Added Tax (VAT);

(b) sales, use or similar taxes;

(d) import duties;

(e) import or export clearance charges;

(f) governmental levies; and

(g) any other taxes or charges imposed by a competent authority.

3.2.2 The Customer shall be responsible for payment of all taxes, duties and governmental charges arising in connection with the Contract except where Applicable Law expressly requires CMYUK to account for them.

3.2.3 Responsibility for freight charges, customs clearance, duties, taxes and import formalities shall be determined in accordance with the agreed Incoterms® 2020 rule specified within the Contract.

3.3 Currency

3.3.1 Unless otherwise stated within the Quotation or Contract, all Prices are quoted in Pounds Sterling (GBP).

3.3.2 Where a Price is quoted in another currency, payment shall be made in that currency unless CMYUK agrees otherwise in writing.

3.3.3 Any currency conversion agreed between the Parties shall use the exchange rate specified within the Contract or, where none is specified, another rate expressly agreed in writing before payment becomes due.

3.4 Quotations

3.4.1 All Quotations are prepared using the information made available to CMYUK by the Customer at the date of the Quotation.

3.4.2 Unless expressly stated otherwise, a Quotation:

(a) remains valid for thirty (30) calendar days from its date of issue;

(b) is subject to these Terms and Conditions;

(d) may not be relied upon after expiry without CMYUK's written confirmation.

3.4.3 Where the Customer accepts a Quotation within its stated validity period, CMYUK shall honour the quoted Price notwithstanding any increase in the Manufacturer's pricing occurring during that validity period unless the Quotation expressly provides otherwise.

3.4.4 Following expiry of a Quotation, CMYUK may issue a revised Quotation reflecting any changes in pricing, availability, specification, exchange rates, freight costs or other relevant commercial factors.

3.5 Pricing Assumptions

3.5.1 Unless expressly stated otherwise, every Quotation is prepared on the assumption that:

(a) the information supplied by the Customer is complete and accurate;

(b) the Customer's Site is suitable for Delivery, Installation and Commissioning;

(d) no unusual health and safety requirements, access restrictions or site conditions exist which have not been disclosed to CMYUK;

(e) the Goods and Engineering Services can be provided in accordance with the agreed Specification; and

(f) the scope of work remains unchanged between the date of the Quotation and formation of the Contract.

3.5.2 If any assumption proves to be materially incorrect, CMYUK shall be entitled to review the impact upon pricing, delivery, engineering resources and programme before commencing the affected work.

3.5.3 Where a review under Clause 3.5.2 identifies additional cost or delay arising from circumstances outside CMYUK's reasonable control, the Parties shall discuss the appropriate contractual adjustment in good faith before the relevant work proceeds.

3.6 Variations to Scope

3.6.1 Where, after formation of the Contract, the Customer requests any change to the Specification, Goods, Engineering Services, Delivery programme, Installation, Commissioning or other aspect of the Contract, CMYUK shall be entitled to assess the impact of the proposed change.

3.6.2 CMYUK shall notify the Customer of any resulting adjustment to the Price, delivery programme, engineering resources or other contractual obligations before undertaking the varied work.

3.6.3 No requested variation shall be binding unless agreed in writing by both Parties.

3.7 Additional Work

3.7.1 Any Goods, Services or Deliverables requested by the Customer that fall outside the agreed scope of the Contract shall constitute Additional Work.

3.7.2 Unless otherwise agreed in writing, Additional Work shall be charged at CMYUK's prevailing rates applicable at the time the work is carried out.

3.7.3 Where it is not reasonably practicable to agree the Price for Additional Work in advance, CMYUK shall notify the Customer as soon as reasonably practicable of the basis upon which the additional charges will be calculated.

3.8 Customer Delay and Deferred Works

3.8.1 Where Delivery, Installation, Commissioning or any Engineering Services are delayed, postponed or interrupted due to:

(a) a request made by the Customer;

(b) the Customer's failure to fulfil its contractual obligations;

(d) any other circumstance for which the Customer is responsible,

CMYUK shall be entitled to recover all reasonable additional costs directly arising from such delay.

3.8.2 Such costs may include, without limitation:

(a) storage charges;

(b) additional transport;

(d) remobilisation costs;

(e) reasonable administrative costs;

(f) additional project management time; and

(g) any additional costs incurred by CMYUK from the Manufacturer or agreed third-party suppliers.

3.8.3 Before incurring significant additional costs, CMYUK shall, where reasonably practicable, notify the Customer and provide an estimate of those costs.

3.8.4 Where Goods are ready for Delivery but cannot be delivered due to Customer delay or default, CMYUK may store the Goods itself or arrange storage with a third party. The reasonable costs of storage, handling and insurance shall be recoverable from the Customer.

3.9 Travel, Accommodation and Third-Party Costs

3.9.1 Where the Contract provides for the recovery of travel, accommodation, subsistence or similar expenses incurred in providing Engineering Services, such expenses shall be charged in accordance with the Quotation or other agreed contractual basis.

3.9.2 Any third-party costs specifically requested, approved or necessitated by the Customer, including specialist lifting equipment, cranes, rigging contractors, electrical contractors, specialist testing services or similar services, may be recharged at cost or at the agreed contractual rate specified within the Contract.

3.10 Pricing Errors

3.10.1 CMYUK shall take reasonable care when preparing Quotations and pricing information.

3.10.2 Where an obvious clerical, typographical, calculation or administrative error has occurred in a Quotation and the error would have been reasonably apparent to a prudent commercial customer, CMYUK reserves the right to withdraw the affected Quotation before a Contract is formed.

3.10.3 Nothing in this Clause permits CMYUK to withdraw a Quotation that has already resulted in a Contract in accordance with Clause 2, except where permitted by Applicable Law.

3.11 Cross References

Pricing shall be read together with:

Clause 4 (Payment);

Clause 6 (Delivery, Installation and Commissioning);

Clause 8 (Risk);

Clause 11 (Warranty);

Clause 13 (Servicing, Maintenance and Technical Support).

Clause 4 – Payment

4.1 Payment Obligations

4.1.1 The Customer shall pay all sums due under the Contract in full, without deduction, set-off, withholding or counterclaim except where required by Applicable Law or expressly permitted by this Agreement.

4.1.2 Time for payment shall be of the essence.

4.1.3 Payment shall be made in the currency specified in the Contract to the bank account nominated by CMYUK from time to time.

4.2 Payment Terms

4.2.1 Payment shall be made in accordance with the payment terms stated in the Quotation, Order Acknowledgement or other Contract document.

4.2.2 Unless otherwise agreed in writing, no standard payment period shall be implied by these Terms and Conditions.

4.2.3 Where the Contract provides for staged payments, milestone payments or advance payments, each payment shall become due on the date or event specified in the Contract.

4.3 Deposits

4.3.1 CMYUK may require payment of a deposit before commencing manufacture, procurement, scheduling of Engineering Services or other performance of the Contract where this is stated in the Quotation or otherwise agreed in writing.

4.3.2 Unless otherwise stated in the Contract, any deposit shall form part of the total Price payable and shall not constitute an additional charge.

4.3.3 Where the Customer fails to pay an agreed deposit by the due date, CMYUK may postpone performance of the Contract until the deposit has been received.

4.4 Credit Facilities

4.4.1 The grant of any credit account or credit limit is entirely at CMYUK's discretion.

4.4.2 CMYUK may review, reduce, suspend or withdraw any credit facility where it reasonably considers that the Customer's financial position, payment history or creditworthiness has materially changed.

4.4.3 Withdrawal of a credit facility shall not affect the Customer's obligation to pay all outstanding sums when due.

4.5 Payment Security

4.5.1 Before accepting an Order or at any time before Delivery, CMYUK may reasonably require advance payment, a deposit or other appropriate payment security where:

4.5.2 Where the Customer does not provide the agreed payment security within a reasonable period, CMYUK may suspend performance until satisfactory arrangements have been made.

4.6 Invoicing

4.6.1 CMYUK may issue invoices:

4.6.2 Each invoice shall be payable in accordance with the agreed payment terms stated in the Contract.

4.7 Disputed Invoices

4.7.1 If the Customer disputes an invoice or any part of an invoice, it shall notify CMYUK in writing as soon as reasonably practicable and, in any event, before the relevant payment due date.

4.7.2 The notice shall:

4.7.3 The Customer shall pay the undisputed portion of the invoice in accordance with the agreed payment terms.

4.7.4 The Parties shall use reasonable endeavours to resolve the disputed amount promptly and in good faith.

4.7.5 Nothing in this Clause prevents either Party from exercising its legal rights in respect of any disputed amount.

4.8 Late Payment

4.8.1 If any amount payable under the Contract is not paid by the due date, CMYUK may, without prejudice to any other right or remedy:

4.8.2 Interest shall accrue on a daily basis from the due date until payment is received in full, whether before or after judgment.

4.9 Suspension for Non-Payment

4.9.1 Where the Customer fails to make payment when due, CMYUK may suspend Delivery, Engineering Services, warranty services (to the extent permitted by Applicable Law and the Applicable Warranty), technical support or any other performance until all overdue amounts have been paid.

4.9.2 CMYUK shall not be liable for any delay, additional cost or loss arising directly from a lawful suspension under this Clause.

4.9.3 Any revised delivery dates or engineering schedules resulting from such suspension shall be agreed acting reasonably, taking account of resource availability.

4.10 Financial Deterioration

4.10.1 If CMYUK reasonably believes that the Customer's financial position has materially deteriorated after the Contract has been formed, CMYUK may request reasonable assurances of the Customer's ability to meet its payment obligations.

4.10.2 Pending receipt of satisfactory assurances, CMYUK may:

4.10.3 Any action taken under this Clause shall be proportionate to the circumstances and without prejudice to CMYUK's other contractual or legal rights.

4.11 Allocation of Payments

4.11.1 Unless the Customer clearly identifies the invoice to which a payment relates, CMYUK may allocate any payment received against any outstanding invoice or other amount due from the Customer.

4.11.2 Where more than one invoice is overdue, CMYUK may apply payments in such order as it reasonably determines.

4.12 No Set-Off

4.13 Electronic Invoicing

4.13.1 The Parties agree that invoices issued electronically constitute valid invoices for all purposes under the Contract.

4.13.2 The Customer shall notify CMYUK promptly of any change to its invoicing contact details or electronic invoicing requirements.

4.14 Stage Payments

4.14.1 Where the Contract provides for staged deliveries, staged Engineering Services or milestone payments, CMYUK may invoice each completed stage separately.

4.14.2 Payment of one invoice shall not be conditional upon completion of any later stage unless the Contract expressly provides otherwise.

4.16 Optional Payment Methods

4.16.1 CMYUK may offer alternative payment methods, including Direct Debit or staged payment arrangements, where expressly agreed by the Parties.

4.17 Suspension Notice

4.17.1 Except in cases of material insolvency risk, fraud risk or other urgent circumstances, CMYUK will give five (5) Business Days' written notice before exercising its contractual right to suspend performance for non-payment.

Clause 5 – Export, Import and Trade Compliance

5.1 General Compliance

5.1.1 Each Party shall comply with all Applicable Laws relating to the export, import, transport, sale, supply and use of the Goods and Engineering Services.

5.1.2 Neither Party shall knowingly do, or omit to do, anything that would cause the other Party to breach any Applicable Law relating to international trade, customs, sanctions or export controls.

5.2 Export and Import Responsibilities

5.2.1 Responsibility for export clearance, import clearance, customs formalities, duties, taxes and associated costs shall be allocated in accordance with the Incoterms® 2020 rule specified in the Contract.

5.2.2 Unless expressly agreed otherwise in writing, CMYUK shall not be responsible for obtaining import licences, local operating permits or other approvals required after the Goods arrive in the country of destination.

5.2.3 The Customer shall provide all information and assistance reasonably required to enable CMYUK to comply with applicable customs, export and shipping requirements.

5.3 Export Controls and Sanctions

5.3.1 The Customer warrants that neither it, nor (so far as it is aware) any ultimate consignee, end user or other recipient of the Goods or Services, is subject to trade sanctions or restrictions that would make performance of the Contract unlawful.

5.3.2 The Customer shall not export, re-export, transfer or otherwise dispose of the Goods in breach of Applicable Law or applicable export control regulations.

5.3.3 If CMYUK reasonably believes that performance of the Contract would breach Applicable Law or expose CMYUK to sanctions, export restrictions or other regulatory action, CMYUK may suspend or refuse performance to the extent reasonably necessary to ensure compliance.

5.4 Product Information

5.4.1 The Customer is responsible for ensuring that the Goods ordered are suitable for their intended use and for the country in which they are to be installed and operated.

5.4.2 Where Goods are supplied for export, the Customer shall be responsible for notifying CMYUK before Contract formation of any local regulatory, certification or technical requirements that differ materially from those applicable in the United Kingdom.

5.4.3 Unless expressly stated in the Contract, CMYUK does not warrant that the Goods comply with the regulatory or certification requirements of every jurisdiction in which they may subsequently be installed or used.

5.5 Delays Caused by Regulatory Requirements

5.5.1 CMYUK shall not be liable for delays arising directly from:

(a) customs inspections;

(b) export licensing requirements;

(d) border control procedures;

(e) governmental restrictions; or

(f) other regulatory requirements beyond CMYUK's reasonable control.

5.5.2 Where such delays result in additional costs, the Parties shall cooperate in good faith to minimise their impact. Any additional costs that are allocated to the Customer under the agreed Incoterms® 2020 rule or otherwise under the Contract shall remain the Customer's responsibility.

5.6 Compliance Information

5.6.1 Each Party shall provide the other with such information and documentation as may reasonably be required to demonstrate compliance with this Clause.

5.6.2 Neither Party shall be required to disclose information where doing so would breach Applicable Law, legal privilege or obligations of confidentiality owed to a third party.

5.6.3 The Customer shall not knowingly divert any Goods, software or technology to any destination, entity or end user where doing so would breach applicable export controls or sanctions.

5.6.4 If a change in Applicable Law after Contract formation makes performance unlawful or materially more onerous, the Parties shall seek to agree a reasonable variation. Failing agreement, either Party may terminate the affected part of the Contract without liability, save for payment for work properly performed and costs properly incurred before termination.

Clause 6 – Delivery, Installation and Commissioning

6.1 General

6.1.1 CMYUK shall deliver the Goods and, where applicable, provide the Engineering Services in accordance with the Contract.

6.1.2 Delivery, Installation and Commissioning shall be carried out in accordance with the agreed Specification, programme and any applicable Incoterms® 2020 rule specified in the Contract.

6.1.3 Any dates stated for Delivery, Installation or Commissioning are estimates unless expressly stated to be fixed dates within the Contract.

6.2 Delivery

6.2.1 Delivery shall take place at the location specified in the Contract or such other location as the Parties may subsequently agree in writing.

6.2.2 The Customer shall ensure that the Delivery Site is safe, accessible and ready to receive the Goods on the agreed Delivery date.

6.2.3 The Customer shall obtain, at its own cost unless otherwise agreed, all permissions, licences and consents necessary to permit Delivery to the Site.

6.3 Customer Site Readiness

6.3.1 Before Delivery, the Customer shall ensure that:

6.3.2 CMYUK shall be entitled to rely upon the Customer's confirmation that the Site is ready unless CMYUK has actual knowledge to the contrary.

6.4 Off-loading and Positioning

6.4.1 Responsibility for off-loading, lifting, positioning and movement of the Goods shall be as specified in the Contract.

6.4.2 Where the Customer undertakes, or appoints a third party to undertake, any off-loading, lifting, positioning or movement of the Goods:

6.4.3 Where CMYUK provides supervision only, responsibility for the execution of the work shall remain with the party carrying out the physical operation unless otherwise expressly agreed in writing.

6.5 Customer Delay

6.5.1 If Delivery, Installation or Commissioning cannot proceed because the Customer has failed to satisfy its obligations under this Clause, CMYUK may:

6.5.2 CMYUK shall use reasonable endeavours to minimise the impact of any Customer-caused delay but shall not be responsible for any resulting extension to the programme where such delay is outside its reasonable control.

6.6 Partial Delivery

6.6.1 CMYUK may make Delivery in instalments where this is commercially reasonable or where required by availability, logistics or the Manufacturer's supply arrangements.

6.6.2 Each instalment shall constitute part of the same Contract and shall not give rise to a separate agreement unless expressly stated otherwise.

6.6.3 A delay affecting one instalment shall not entitle the Customer to reject any other instalment that has been delivered in accordance with the Contract.

6.7 Installation

6.7.1 Where Installation forms part of the Contract, CMYUK shall use reasonable skill and care in carrying out the Installation in accordance with the agreed Specification.

6.7.2 The Customer shall provide CMYUK with uninterrupted and safe access to the Site during the agreed Installation period.

6.7.3 Any delay arising from the Customer's failure to provide access, utilities, information or assistance shall constitute Customer Delay.

6.8 Commissioning

6.8.1 Following Installation, CMYUK shall, where included within the Contract, carry out Commissioning of the Equipment.

6.8.2 Commissioning shall consist of those tests and verification procedures reasonably necessary to demonstrate that the Equipment is operating substantially in accordance with the agreed Specification.

6.8.3 Minor defects or omissions that do not materially affect the operational use of the Equipment shall not prevent Commissioning from being completed, provided that CMYUK undertakes to rectify such matters within a reasonable period.

6.9 Training

6.9.1 Where operator or maintenance training forms part of the Contract, CMYUK shall provide such training in accordance with the agreed scope.

6.9.2 Unless otherwise agreed in writing, the Customer shall ensure that appropriate personnel are available to attend the scheduled training sessions.

6.9.3 Additional training requested after completion of the agreed training programme shall constitute Additional Work.

6.10 Site Readiness Inspection

6.10.1 Prior to Delivery or Installation, CMYUK may request a Site Readiness Inspection where reasonably necessary.

6.10.2 The purpose of the inspection shall be to confirm that the Site is capable of safely receiving the Goods and that Installation and Commissioning can proceed efficiently.

6.10.3 Any recommendations arising from the inspection shall be communicated promptly to the Customer.

6.11 Abortive Visits

6.11.1 Where CMYUK personnel attend the Site at an agreed time but are unable to perform the scheduled work because:

6.11.2 Such costs may include engineering labour, travel, accommodation, project management time and any third-party costs reasonably incurred.

6.12 Completion of Installation and Commissioning

6.12.1 Installation and Commissioning shall be deemed complete when CMYUK has demonstrated that the Equipment operates substantially in accordance with the agreed Specification.

6.12.2 The Customer shall not unreasonably delay or withhold confirmation that Installation and Commissioning have been completed.

6.12.3 Where the Customer identifies any material non-conformity, it shall notify CMYUK promptly, providing reasonable details of the issue.

6.13 Re-attendance

6.13.1 Where CMYUK is required to return to the Site due to Customer Delay or Customer-requested changes, such attendance shall constitute Additional Work unless otherwise agreed.

6.13.2 Re-attendance shall be scheduled subject to engineering resource availability.

6.14 Delivery Documentation

6.14.1 CMYUK may provide delivery notes, commissioning records, installation records, training records or other Deliverables reasonably required to record completion of the Services.

6.14.2 Unless otherwise agreed, such records shall constitute evidence that the relevant activity has been completed.

6.15 Pre-Installation Site Readiness Meeting

6.15.1 Where reasonably appropriate, CMYUK may require a pre-installation site readiness meeting with the Customer to review site preparedness, responsibilities, programme and any outstanding prerequisites before Delivery or Installation.

6.16 Abortive Visit Charges

6.16.1 CMYUK shall be entitled to recover its reasonable abortive visit charges where an attendance is prevented or materially delayed by Customer-controlled circumstances, in accordance with this Agreement.

Clause 7 – Engineering Services

7.1 Scope of Engineering Services

7.1.1 CMYUK shall provide the Engineering Services specified in the Contract using reasonable skill, care and diligence consistent with good industry practice.

7.1.2 Unless expressly included within the Contract, Engineering Services do not include:

7.1.3 Any services requested outside the agreed scope shall constitute Additional Work and shall be charged in accordance with Clauses 3 and 4.

7.2 Standard of Performance

7.2.1 CMYUK shall exercise reasonable skill and care in providing the Engineering Services.

7.2.2 CMYUK does not warrant that the Engineering Services will eliminate every operational issue where performance is affected by:

7.3 Customer Cooperation

7.3.1 The Customer shall provide all reasonable assistance necessary to enable CMYUK to perform the Engineering Services.

7.3.2 The Customer shall ensure that appropriately authorised representatives are available to make operational decisions during Delivery, Installation, Commissioning and any subsequent Engineering Services.

7.3.3 Where the Customer fails to provide such cooperation, any resulting delay shall constitute Customer Delay.

7.4 Access and Working Environment

7.4.1 The Customer shall provide CMYUK with safe access to all areas reasonably required for the performance of the Engineering Services.

7.4.2 The Customer shall ensure that the working environment complies with all applicable health and safety requirements and that any known hazards are communicated to CMYUK before work commences.

7.4.3 CMYUK may suspend Engineering Services where it reasonably believes that continuing work would present a material risk to the health or safety of its personnel or others present at the Site.

7.5 Customer-Supplied Equipment and Information

7.5.1 Where the Engineering Services depend upon equipment, materials, software, data or information supplied by the Customer or a third party, CMYUK shall be entitled to rely upon their accuracy and suitability unless it has actual knowledge to the contrary.

7.5.2 CMYUK shall not be responsible for delay, additional cost or reduced performance arising directly from inaccurate, incomplete or defective information, equipment or materials supplied by the Customer or a third party.

7.5.3 If CMYUK identifies a matter that is likely to affect the successful completion of the Engineering Services, it shall notify the Customer as soon as reasonably practicable and the Parties shall cooperate in good faith to determine the appropriate course of action.

7.6 Working Hours

7.6.1 Unless otherwise agreed in writing, Engineering Services shall be performed during Normal Working Hours.

7.6.2 Services requested outside Normal Working Hours, including evenings, weekends or public holidays, may be subject to additional charges as specified in the Contract or CMYUK's prevailing rate schedule.

7.6.3 Where emergency attendance is requested by the Customer and accepted by CMYUK, the applicable emergency call-out rates shall apply unless otherwise agreed in writing.

7.7 Engineering Records

7.7.1 CMYUK may create and maintain engineering records relating to the Engineering Services performed under the Contract.

7.7.2 Engineering records may include, where appropriate:

7.7.3 Engineering records shall remain CMYUK's business records. Where reasonably requested, CMYUK may provide the Customer with copies of records relevant to the Goods or Engineering Services, subject to any confidentiality, intellectual property or legal obligations.

7.8 Remote Diagnostics and Remote Support

7.8.1 Where agreed by the Parties and technically practicable, CMYUK may provide diagnostic, configuration, monitoring or technical support services remotely.

7.8.2 The Customer shall provide such remote access, network connectivity and reasonable assistance as may be necessary to enable CMYUK to provide the agreed remote services.

7.8.3 CMYUK shall take reasonable steps to protect the security and confidentiality of any systems to which it is granted authorised remote access.

7.8.4 CMYUK shall not be responsible for any delay or inability to provide remote support arising from:

7.9 Manufacturer Requirements

7.9.1 Where the Goods are subject to Manufacturer installation, servicing or commissioning requirements, CMYUK shall be entitled to perform the Engineering Services in accordance with those requirements.

7.9.2 The Customer shall not require CMYUK to depart from Manufacturer requirements where doing so would:

7.9.3 Where the Customer nevertheless instructs CMYUK to proceed contrary to such requirements, CMYUK may refuse to carry out the instruction without liability.

7.10 Customer Instructions

7.10.1 CMYUK shall be entitled to rely upon instructions, approvals and decisions given by the Customer's nominated representative.

7.10.2 Where any other person seeks to issue instructions that would materially affect the scope of the Engineering Services, the programme, the Specification or the Price, CMYUK may suspend implementation of those instructions until they have been confirmed by the Customer's nominated representative.

7.10.3 CMYUK shall not be responsible for delay arising from awaiting such confirmation.

7.11 Unsafe or Unlawful Instructions

7.11.1 CMYUK shall not be obliged to comply with any instruction that would reasonably be expected to:

7.11.2 Where CMYUK declines to comply with such an instruction, it shall explain its reasons to the Customer as soon as reasonably practicable and, where possible, propose a lawful and technically appropriate alternative.

7.12 Completion of Engineering Services

7.12.1 Engineering Services shall be regarded as complete when CMYUK has performed the services specified in the Contract or otherwise agreed in writing.

7.12.2 The existence of minor outstanding items that do not materially affect the purpose of the Engineering Services shall not prevent completion, provided that CMYUK undertakes to remedy those items within a reasonable period.

7.12.3 Completion of the Engineering Services shall be evidenced by the relevant service documentation, commissioning records, Installation & Commissioning Completion Certificate (where applicable), service reports or other agreed Deliverables.

Clause 8 – Risk

8.1 General

8.1.1 This Clause governs the allocation of risk in the Goods and, where applicable, Customer-owned equipment whilst it is in CMYUK's custody or under its control.

8.1.2 Ownership of the Goods shall be governed exclusively by Clause 9 (Title and Ownership), and nothing in this Clause shall affect the passing of title.

8.2 Risk in Goods Supplied by CMYUK

8.2.1 Risk in the Goods shall pass from CMYUK to the Customer at the time determined by the agreed Incoterms® 2020 rule specified in the Contract.

8.2.2 Where no Incoterms® 2020 rule has been agreed, risk shall pass upon Delivery in accordance with Clause 6.

8.2.3 Following the transfer of risk, the Customer shall be responsible for the safe storage, protection, insurance and handling of the Goods.

8.3 Customer Delay

8.3.1 Where the Customer requests postponement of Delivery or otherwise causes Delivery to be delayed after the Goods are ready for dispatch, risk shall pass to the Customer on the date the Goods would otherwise have been delivered.

8.3.2 During any period of delayed Delivery:

(a) CMYUK may store the Goods itself or arrange suitable third-party storage;

(b) the Customer shall bear the reasonable costs of storage, handling and insurance in accordance with Clause 3; and

8.4 Off-loading and Positioning

8.4.1 Where the Customer or its contractor undertakes off-loading, lifting, positioning or movement of the Goods, risk in those activities shall remain with the Customer.

8.4.2 CMYUK shall not be liable for loss or damage arising from such activities except to the extent caused by CMYUK's negligence or breach of Contract.

8.5 Customer-Owned Equipment

8.5.1 Where Customer-owned equipment is placed in CMYUK's custody for servicing, repair, inspection, upgrade or other Engineering Services, ownership and general risk shall remain with the Customer.

8.5.2 CMYUK shall exercise reasonable skill and care whilst such equipment is under its control.

8.5.3 CMYUK shall be responsible only for loss of or damage to Customer-owned equipment to the extent that such loss or damage is caused by CMYUK's negligence or breach of Contract.

8.5.4 The Customer shall, unless otherwise agreed in writing, maintain appropriate insurance for Customer-owned equipment whilst it is being transported to and from CMYUK and whilst it is in CMYUK's custody.

8.6 Insurance

8.6.1 Each Party shall maintain such insurance as is appropriate for the risks allocated to it under the Contract.

8.6.2 Nothing in this Agreement shall require either Party to insure risks which it has not assumed under the Contract.

8.7 Transit Damage Notification

8.7.1 Where the Customer receives Goods that have been damaged in transit after risk has passed, the Customer shall notify CMYUK within a reasonable period, preserve the packaging where reasonably practicable, and cooperate with any insurer or carrier investigation.

Clause 9 – Title, Ownership and Possession

9.1 General Principles

9.1.1 This Clause governs legal ownership, possession and rights relating to the Goods supplied under the Contract.

9.1.2 The ownership structure applicable to any transaction shall be determined by the Contract and the commercial arrangement agreed between the Parties.

9.1.3 The Parties acknowledge that CMYUK supplies Goods under a number of different commercial models, including:

(a) direct sales to the Customer;

(b) sales funded through a finance provider or leasing company;

(d) temporary replacement equipment;

(e) rental or other agreed possession arrangements; and

(f) such other ownership structures as may be expressly agreed in writing.

9.1.4 Risk shall pass in accordance with Clause 8 and shall not be determined solely by ownership.

9.2 Direct Sales

9.2.1 Where the Contract provides for a direct sale by CMYUK to the Customer, legal title shall pass when CMYUK has received payment in full, in cleared funds, for all sums due under that Contract unless the Contract expressly provides otherwise.

9.2.2 Until title passes:

(a) the Customer shall hold and protect the Goods on behalf of CMYUK in accordance with this Agreement;

(b) the Customer shall protect and insure the Goods;

(d) the Customer shall not create any security interest over the Goods inconsistent with CMYUK's ownership.

9.3 Finance Transactions

9.3.1 Where the Goods are purchased by a finance provider, leasing company or other third-party funder, legal title shall pass in accordance with the agreement between CMYUK and that purchasing entity.

9.3.2 The Customer acknowledges that, in such circumstances:

(a) CMYUK may transfer ownership directly to the finance provider;

(b) the Customer may receive possession and operational use of the Goods without becoming their legal owner;

(d) nothing in this Contract shall alter or override the ownership rights of the finance provider.

9.3.3 Where requested by CMYUK or the finance provider, the Customer shall execute such reasonable documentation as is necessary to give effect to the agreed financing arrangement.

9.4 Demonstration, Loan and Temporary Equipment

9.4.1 Equipment supplied by CMYUK on a demonstration, evaluation, loan, rental or temporary replacement basis shall remain the property of the relevant owner unless expressly agreed otherwise in writing.

9.4.2 The Customer shall:

(a) exercise reasonable care of such equipment;

(b) use it only for its intended purpose;

(d) return the equipment at the end of the agreed period in substantially the same condition, allowing for fair wear and tear.

9.4.3 The Customer shall not sell, assign, lease, pledge or otherwise dispose of or encumber such equipment.

9.5 Possession

9.5.1 Possession of the Goods by the Customer shall not of itself confer ownership.

9.5.2 Where ownership is vested in CMYUK, a finance provider, the Manufacturer or another lawful owner, the Customer shall respect the rights of that owner throughout the period of possession.

9.5.3 The Customer shall promptly notify CMYUK if it becomes aware of any third-party claim, seizure, lien or enforcement action affecting Goods that are not owned by the Customer.

9.6 Software, Firmware and Digital Services

9.6.1 Ownership of the physical Goods shall not of itself transfer ownership of any Software, firmware, embedded operating systems, cloud services, subscription services, activation keys or other digital components supplied with or incorporated into the Goods.

9.6.2 Such Software and digital components remain the property of the applicable licensor, Manufacturer or other rights holder and are supplied subject to the applicable licence terms.

9.6.3 The Customer shall comply with all licence conditions reasonably notified to it and shall not knowingly copy, modify, reverse engineer, circumvent licence controls or otherwise use such Software outside the scope of the applicable licence, except to the extent such restriction is prohibited by Applicable Law.

9.7 Trade-In Equipment

9.7.1 Where CMYUK accepts equipment as a trade-in or part exchange, title to the trade-in equipment shall pass to CMYUK only when:

(a) the Parties have agreed the trade-in as part of the Contract;

(b) the Customer has the legal right to transfer ownership; and

9.7.2 The Customer warrants that, unless expressly disclosed to CMYUK before Contract formation, the trade-in equipment:

(a) is owned by the Customer or the Customer otherwise has full authority to dispose of it;

(b) is free from undisclosed finance agreements, retention of title claims, liens, charges or other third-party rights; and

9.7.3 Where any undisclosed third-party ownership claim subsequently arises, the Customer shall indemnify CMYUK against the reasonable losses directly resulting from that breach of warranty.

9.8 Recovery Rights

9.8.1 Where CMYUK remains the legal owner of the Goods and the Customer is in material breach of the Contract, including material non-payment, CMYUK may require the Customer to make the Goods available for inspection or return.

9.8.2 Where lawful and reasonably necessary, CMYUK may, upon giving reasonable notice (except where urgency reasonably requires otherwise), enter premises where the Goods are reasonably believed to be located solely for the purpose of inspecting or recovering Goods that remain the property of CMYUK.

9.8.3 CMYUK shall exercise any right of entry peacefully, lawfully and with reasonable regard to the Customer's operations.

9.8.4 This Clause applies only where CMYUK is the legal owner of the Goods. It does not apply where ownership has passed to a finance provider, Manufacturer or other third-party owner.

9.9 Ownership by Finance Providers and Other Asset Owners

9.9.1 Where legal title has passed to a finance provider or other Asset Owner, the Customer acknowledges that it shall comply with all reasonable ownership conditions and restrictions notified under the applicable finance or ownership arrangement.

9.9.2 Nothing in this Agreement shall prejudice the legal rights of any finance provider or other Asset Owner.

9.9.3 Where reasonably requested by CMYUK, the Customer shall provide such assistance as is reasonably necessary to facilitate completion of the agreed ownership documentation relating to the transaction.

9.10 Transit and Ownership Records

9.10.1 The Customer shall promptly notify CMYUK of any event which may materially affect ownership, possession or recovery of Goods that are not legally owned by the Customer.

9.10.2 Where Goods are damaged in transit after risk has passed, the Customer shall:

(a) notify CMYUK without undue delay;

(b) retain packaging and other evidence where reasonably practicable;

(d) take reasonable steps to mitigate further loss or damage.

9.11 Intellectual Property

9.11.1 Nothing in this Agreement transfers any Intellectual Property Rights belonging to CMYUK, the Manufacturer, a software licensor or any third party except where expressly provided in writing.

9.11.2 Ownership of physical Goods shall not be interpreted as transferring ownership of Intellectual Property Rights embodied in, associated with or used by those Goods.

Clause 10 – Intellectual Property Rights

10.1 General Principles

10.1.1 Nothing in the Contract shall transfer ownership of any Intellectual Property Rights except where expressly stated in writing.

10.1.2 Each Party shall retain ownership of all Intellectual Property Rights owned, developed or acquired by it before the commencement of the Contract ("Background Intellectual Property").

10.1.3 Intellectual Property Rights created after commencement of the Contract shall be allocated in accordance with this Clause.

10.2 CMYUK Intellectual Property

10.2.1 CMYUK shall retain ownership of all Intellectual Property Rights in:

(a) its engineering methodologies;

(b) installation and commissioning procedures;

(d) engineering know-how;

(e) technical documentation;

(f) templates, checklists and operational procedures;

(g) Atlas documentation and associated materials;

(h) training materials developed by CMYUK;

(i) reusable software configurations, automation routines, colour profiles, workflow methodologies and engineering improvements; and

(j) any enhancement, adaptation or development of the foregoing.

10.2.2 Nothing in the Contract prevents CMYUK from applying the experience, skills, knowledge or know-how acquired during the performance of the Engineering Services for the benefit of other customers, provided that no Customer Confidential Information or Customer Intellectual Property is disclosed or used improperly.

10.3 Customer Intellectual Property

10.3.1 The Customer shall retain ownership of all Intellectual Property Rights relating to:

(a) artwork;

(b) production files;

(d) trademarks;

(e) confidential manufacturing processes;

(f) customer-specific workflows;

(g) business information;

(h) databases;

(i) Customer software; and

(j) all other Customer materials supplied to CMYUK.

10.3.2 Where reasonably necessary for the performance of the Contract, the Customer grants CMYUK a non-exclusive, non-transferable licence to use such Intellectual Property solely for the purposes of performing the Contract. Such licence shall automatically terminate upon completion of the Contract except to the extent reasonably required for warranty obligations, servicing, legal compliance or record retention.

10.4 Manufacturer Intellectual Property

10.4.1 All Intellectual Property Rights belonging to the Manufacturer shall remain vested in the Manufacturer or its licensors.

10.4.2 CMYUK shall not be regarded as assigning or transferring any Manufacturer Intellectual Property by supplying the Goods or Engineering Services.

10.4.3 Any operating manuals, installation manuals, service documentation, software, firmware, technical bulletins, release notes or other Manufacturer documentation supplied in connection with the Goods shall remain the property of the Manufacturer or other applicable rights holder.

10.4.4 The Customer may use such documentation solely for the operation, maintenance and lawful use of the Goods and shall not reproduce, publish, distribute or commercially exploit such documentation except to the extent permitted by the applicable licence terms or with the written consent of the relevant rights holder.

10.5 Third-Party Software and Digital Services

10.5.1 Software, cloud services, subscription services and other digital products supplied by CMYUK remain subject to the applicable third-party licence terms.

10.5.2 The Customer acknowledges that such products may be licensed rather than sold.

10.5.3 The Customer shall comply with all applicable licence conditions notified to it and shall not knowingly use such products outside the scope of the applicable licence.

10.5.4 Nothing in this Agreement grants the Customer ownership of any third-party software or digital platform.

10.6 Project Deliverables

10.6.1 Subject to payment in full of all sums due under the Contract, the Customer shall receive a perpetual, non-exclusive licence to use all Deliverables specifically created by CMYUK for the Customer's project for the operation, maintenance and support of the Goods.

10.6.2 Unless expressly agreed otherwise in writing, ownership of the Deliverables shall remain with CMYUK to the extent that they incorporate or are derived from CMYUK's Background Intellectual Property, engineering methodologies, templates, standard documentation, know-how or reusable materials.

10.6.3 Nothing in this Agreement shall prevent CMYUK from re-using its general knowledge, engineering techniques, methodologies, templates, standard documentation or non-customer-specific improvements developed during the performance of the Contract.

10.7 Feedback and Continuous Improvement

10.7.1 The Customer may provide comments, suggestions or recommendations relating to the Goods or Engineering Services.

10.7.2 CMYUK may use such feedback for the purposes of improving its products, services, operational procedures and engineering methodologies, provided that:

(a) no Customer Confidential Information is disclosed;

(b) no Customer Intellectual Property is exploited outside the Contract; and

10.8 Open Source Software

10.8.1 Certain Goods or Software may incorporate open source software or third-party software components.

10.8.2 The Customer acknowledges that its rights in relation to such software shall be governed by the applicable licence terms supplied by the relevant rights holder.

10.8.3 Nothing in this Agreement shall override or extend the Customer's rights or obligations under those applicable licences.

10.9 Engineering Records and Technical Photographs

10.9.1 CMYUK may create photographs, videos, measurements, test records, diagnostic data and other engineering records where reasonably necessary for:

(a) installation;

(b) commissioning;

(d) warranty investigations;

(e) technical support;

(f) health and safety compliance; or

(g) quality assurance.

10.9.2 Such material shall form part of CMYUK's engineering records and may be retained in accordance with CMYUK's document retention policies and Applicable Law.

10.9.3 CMYUK shall not use photographs or recordings that clearly identify the Customer's premises, operations, personnel, confidential processes or commercially sensitive information for advertising, promotional or marketing purposes without the Customer's prior written consent.

10.10 AI-Assisted Tools

10.10.1 CMYUK may use artificial intelligence, machine learning or other technology-assisted tools internally to support engineering analysis, diagnostics, document preparation, knowledge management or service delivery.

10.10.2 CMYUK shall remain fully responsible for the Engineering Services and Deliverables provided under the Contract regardless of any internal technology used to assist its personnel.

10.10.3 CMYUK shall ensure that any use of such tools is carried out in a manner consistent with its confidentiality obligations, Applicable Law and any applicable data protection legislation.

10.10.4 Nothing in this Agreement grants the Customer any ownership rights in relation to CMYUK's internal systems, AI tools or associated methodologies.

10.11 Reservation of Rights

Except for the rights expressly granted under this Agreement, no licence, assignment or transfer of Intellectual Property Rights shall arise by implication, estoppel or otherwise.

Clause 11 – Warranty Framework

11.1 Warranty Principles

11.1.1 CMYUK is committed to supplying Goods and Engineering Services in accordance with the Contract and to supporting the Customer through the applicable warranty arrangements.

11.1.2 The Parties acknowledge that warranties relating to the Goods and Engineering Services may originate from different warranty providers and that the applicable warranty shall depend upon the nature of the Goods, Services and commercial arrangements forming part of the Contract.

11.1.3 The Contract may include one or more of the following warranty categories:

(a) Manufacturer Warranty;

(b) CMYUK Engineering Workmanship Warranty;

(d) Third-Party Warranty.

11.1.4 Each warranty shall operate independently in accordance with its own terms and conditions unless expressly stated otherwise in writing.

11.2 Manufacturer Warranty

11.2.1 Where Goods are supplied with a Manufacturer Warranty, that warranty shall be provided solely by the relevant Manufacturer in accordance with its published warranty terms.

11.2.2 The applicable Manufacturer Warranty shall define the warranty period, scope of cover, exclusions and available remedies.

11.2.3 Depending upon the Manufacturer's published procedures or the arrangements agreed for the relevant Goods:

(a) the Customer may submit warranty claims directly to the Manufacturer; or

(b) the Customer may submit warranty claims to CMYUK, who shall administer or facilitate the claim with the Manufacturer where appropriate.

11.2.4 Unless expressly agreed in writing, CMYUK does not assume the Manufacturer's legal warranty obligations nor guarantee the outcome of any warranty claim determined by the Manufacturer.

11.2.5 Where CMYUK administers a Manufacturer Warranty claim, it shall use reasonable commercial endeavours to assist the Customer in obtaining the benefit of that warranty.

11.3 CMYUK Engineering Workmanship Warranty

11.3.1 CMYUK warrants that Engineering Services performed by CMYUK, including Installation, Commissioning, repairs and other agreed Engineering Services, shall be carried out using reasonable skill, care and diligence consistent with good industry practice.

11.3.2 Where a defect arises directly from CMYUK's workmanship during the applicable warranty period, CMYUK shall, at its option:

(a) re-perform the affected Engineering Services;

(b) rectify the defective workmanship; or

11.3.3 This warranty applies solely to CMYUK's workmanship and does not extend to:

(a) defects in manufacture;

(b) normal wear and tear;

(d) unauthorised modification or repair;

(e) operation outside the Manufacturer's specifications; or

(f) circumstances beyond CMYUK's reasonable control.

11.4 CMYUK Extended Warranty

11.4.1 CMYUK may offer an Extended Warranty following expiry of the applicable Manufacturer Warranty or at such other time as may be agreed in writing.

11.4.2 A CMYUK Extended Warranty shall constitute a separate commercial service and shall be governed by the quotation, proposal, service agreement or warranty schedule under which it is supplied.

11.4.3 Unless otherwise expressly agreed, a CMYUK Extended Warranty may include inspection, labour, replacement parts, remote technical support or other services specified in the relevant warranty documentation.

11.4.4 The availability, duration, response commitments, exclusions and conditions applicable to a CMYUK Extended Warranty shall be those expressly stated in the applicable commercial documentation.

11.5 Third-Party Warranties

11.5.1 Where Goods or Services are supplied subject to a warranty provided by a third party other than the Manufacturer, CMYUK shall pass the benefit of that warranty to the Customer to the extent it is legally entitled to do so.

11.5.2 CMYUK shall provide reasonable assistance in facilitating valid Third-Party Warranty claims where such assistance forms part of the agreed Services.

11.5.3 CMYUK shall not be responsible for decisions, remedies or claim determinations made by a third-party warranty provider unless CMYUK has expressly accepted such responsibility in writing.

11.6 Customer Responsibilities

11.6.1 To preserve the benefit of the applicable warranty, the Customer shall:

(a) operate the Goods in accordance with the applicable operating instructions;

(b) carry out routine maintenance allocated to the Customer;

(d) permit reasonable inspection where required for warranty purposes;

(e) notify the appropriate warranty contact as soon as reasonably practicable after becoming aware of a potential warranty issue; and

(f) provide such information and reasonable assistance as may be required to investigate the claim.

11.6.2 Failure to comply with these obligations shall not automatically invalidate a warranty but may affect entitlement where such failure has materially contributed to the defect or prevented proper investigation.

Clause 12 – Warranty Administration and Responsibility

12.1 Purpose

12.1.1 This Clause explains how warranty obligations shall be administered where the Contract includes one or more warranty providers.

12.1.2 Nothing in this Clause changes the legal responsibility of the applicable warranty provider established under Clause 11.

12.2 Allocation of Responsibility

12.2.1 The applicable warranty provider shall be determined by the nature of the Goods, Services or commercial arrangement.

12.2.2 The Contract may therefore include responsibility allocated to:

(a) the Manufacturer;

(b) CMYUK;

(d) more than one warranty provider where different elements of the Goods or Services are subject to different warranties.

12.2.3 Each warranty shall be interpreted independently unless expressly stated otherwise.

12.3 Making a Warranty Claim

12.3.1 The Customer shall notify the appropriate warranty contact identified in the Contract, warranty documentation or Manufacturer's published warranty procedure.

12.3.2 Where no specific contact is identified, the Customer may notify CMYUK, who shall determine the appropriate warranty route and, where applicable, direct or facilitate the claim.

12.3.3 The Customer shall provide such information as is reasonably necessary to investigate the claim, including service records, photographs, diagnostic information and serial numbers where available.

12.4 CMYUK's Role

12.4.1 Where CMYUK is the warranty provider, CMYUK shall administer and determine the claim in accordance with the applicable warranty.

12.4.2 Where the Manufacturer or another third party is the warranty provider, CMYUK may provide reasonable assistance in facilitating the claim where such assistance forms part of the agreed Services or is otherwise commercially appropriate.

12.4.3 Unless expressly agreed otherwise in writing, CMYUK does not guarantee that a Manufacturer or third-party warranty claim will be accepted.

12.5 Customer Cooperation

12.5.1 The Customer shall provide reasonable access to the Goods where inspection is required.

12.5.2 The Customer shall not knowingly dismantle, alter or dispose of components that are reasonably required for warranty investigation unless necessary for safety or to prevent further damage.

12.5.3 Where requested, the Customer shall take reasonable steps to preserve evidence relevant to the warranty claim.

12.6 Warranty Remedies

12.6.1 Subject to the applicable warranty terms, a valid warranty claim may be satisfied by:

(a) repair;

(b) replacement;

(d) supply of replacement parts; or

(e) such other remedy as the applicable warranty provider determines in accordance with the relevant warranty terms.

12.6.2 The availability of any remedy shall depend upon the applicable warranty and the nature of the defect.

12.7 Multiple Warranty Providers

12.7.1 Where a warranty claim involves more than one warranty provider, each provider shall remain responsible only for those matters falling within its respective warranty.

12.7.2 CMYUK shall use reasonable commercial endeavours to coordinate communications where CMYUK has agreed to administer the claim.

12.7.3 Nothing in this Agreement shall make one warranty provider responsible for the contractual obligations of another unless expressly agreed in writing.

12.8 Temporary Repairs and Interim Measures

12.8.1 A temporary repair, workaround or interim measure implemented during a warranty investigation shall not constitute final discharge of the applicable warranty obligations.

12.8.2 Where appropriate, CMYUK or the applicable warranty provider may subsequently carry out a permanent repair, replacement or other final remedy in accordance with the applicable warranty.

Clause 13 – Service, Maintenance and Technical Support

13.1 General Principles

13.1.1 Where the Contract includes Service, Maintenance or Technical Support, CMYUK shall provide such Services in accordance with the applicable Service Agreement, quotation, proposal or other Contract documentation.

13.1.2 Unless expressly stated otherwise, Service, Maintenance and Technical Support are separate services from the original supply, Installation and Commissioning of the Goods.

13.1.3 The scope of Services shall be determined by the applicable Contract and may include preventative maintenance, reactive maintenance, remote support, technical advice, software support, firmware updates, inspections, training or other agreed Engineering Services.

13.2 Planned Preventative Maintenance

13.2.1 Where preventative maintenance forms part of the agreed Services, CMYUK shall use reasonable skill and care in carrying out scheduled maintenance visits in accordance with the agreed maintenance programme.

13.2.2 The Customer shall provide reasonable access to the Equipment and appropriate cooperation to enable preventative maintenance to be carried out efficiently.

13.2.3 Preventative maintenance is intended to assist in maintaining the operational performance and reliability of the Equipment but does not constitute a guarantee that faults will not occur.

13.3 Reactive Service

13.3.1 Where the Customer reports a fault, CMYUK shall use reasonable commercial endeavours to respond in accordance with the applicable Service Agreement or, where no Service Agreement exists, within a reasonable time having regard to the nature of the reported fault, resource availability and business priorities.

13.3.2 Response times stated in any Service Agreement are targets unless expressly stated to be contractual service levels.

13.3.3 CMYUK shall determine, acting reasonably, the most appropriate method of providing support, which may include:

(a) telephone support;

(b) remote diagnostics;

(d) attendance at the Customer's Site; or

(e) referral to the Manufacturer or another authorised service provider where appropriate.

13.4 Remote Support

13.4.1 Where technically practicable and agreed by the Customer, CMYUK may provide remote diagnostic, monitoring and technical support services.

13.4.2 The Customer shall provide the reasonable connectivity, system access and cooperation necessary to facilitate such Services.

13.4.3 Remote support may be used to diagnose faults, install software updates, configure systems, analyse performance or determine whether an on-site attendance is required.

13.4.4 CMYUK shall take reasonable steps to protect the security and confidentiality of systems accessed remotely.

13.5 Service Visits

13.5.1 Service visits shall take place during Normal Working Hours unless otherwise agreed.

13.5.2 Emergency attendance, out-of-hours attendance or attendance outside the agreed scope of Services may be subject to additional charges.

13.5.3 The Customer shall ensure that suitably authorised personnel are available during Service visits to provide access, operational information and reasonable assistance.

13.6 Customer Responsibilities

13.6.1 During the provision of Service, Maintenance and Technical Support, the Customer shall:

(a) operate the Equipment in accordance with applicable operating instructions;

(b) maintain a safe working environment;

(d) avoid unauthorised repairs or modifications;

(e) maintain routine operator maintenance allocated to the Customer; and

(f) provide CMYUK with reasonable access to relevant operational information where necessary to investigate faults.

13.6.2 Where the Customer fails to comply with these obligations, CMYUK shall not be responsible for any resulting delay, additional cost or reduction in the effectiveness of the Services to the extent caused by such failure.

13.7 Service Prioritisation

13.7.1 CMYUK shall allocate engineering resources in a manner that it reasonably considers appropriate, taking into account:

(a) health and safety considerations;

(b) operational severity and business impact;

(d) contractual service level commitments;

(e) availability of suitably qualified engineers;

(f) availability of replacement parts; and

(g) any other operational factors reasonably relevant to the efficient delivery of the Services.

13.7.2 Nothing in this Clause shall require CMYUK to breach an agreed contractual service level expressly accepted in writing.

13.8 Customer Routine Maintenance

13.8.1 Routine operator maintenance identified within the applicable operating documentation shall remain the Customer's responsibility unless expressly included within the applicable Service Agreement.

13.8.2 The Customer shall maintain reasonable records of routine maintenance where such records are relevant to warranty or service entitlement.

13.8.3 Failure to perform routine maintenance shall not automatically invalidate any warranty or Service Agreement but may affect entitlement where such failure has materially contributed to the reported issue.

13.9 Service Parts

13.9.1 CMYUK may use new, refurbished, remanufactured or Manufacturer-approved replacement parts where appropriate, unless the Contract expressly requires otherwise.

13.9.2 Replacement parts shall be selected having regard to technical suitability, Manufacturer requirements and product availability.

13.9.3 Where the Customer specifically requests non-approved components against CMYUK's recommendation, CMYUK may decline such request or require the Customer to acknowledge in writing any associated technical or warranty implications.

13.10 Software and Firmware Updates

13.10.1 Where Software or firmware updates form part of the agreed Services, CMYUK may install updates that it reasonably considers necessary to:

(a) maintain compatibility;

(b) improve security;

(d) improve stability; or

(e) support Manufacturer recommendations.

13.10.2 CMYUK shall use reasonable care when implementing updates but shall not be responsible for incompatibility arising from unauthorised Customer modifications, unsupported third-party software or systems outside CMYUK's reasonable control.

13.10.3 Where reasonably practicable, CMYUK shall advise the Customer before implementing updates that may materially affect operation or configuration.

13.11 Out-of-Scope Services

13.11.1 Where the Customer requests Services outside the agreed scope of the applicable Service Agreement, such Services shall constitute Additional Work.

13.11.2 CMYUK shall notify the Customer where reasonably practicable before undertaking chargeable Additional Work.

13.11.3 Where immediate action is reasonably necessary to protect health and safety, prevent significant damage or restore essential operations, CMYUK may undertake such work before formal quotation where authorised by the Customer's nominated representative.

13.12 Service Records

13.12.1 CMYUK may maintain service reports, engineering records, maintenance records, diagnostic information and technical documentation relating to the Services.

13.12.2 Copies of relevant service reports shall be provided to the Customer where appropriate.

13.12.3 Such records shall form part of CMYUK's operational records and may be retained in accordance with CMYUK's document retention policies and Applicable Law.

13.13 Relationship with Warranties

13.13.1 Nothing in a Service Agreement shall of itself extend any Manufacturer Warranty unless expressly stated.

13.13.2 A CMYUK Extended Warranty shall operate in accordance with Clause 11 and the applicable Extended Warranty documentation.

13.13.3 Preventative maintenance, Service Agreements and Extended Warranties are separate commercial products, although they may be supplied together under a single commercial arrangement.

13.14 Completion of Services

13.14.1 Completion of Service activities shall be recorded by the appropriate service documentation, engineering report or other agreed records.

13.14.2 Minor outstanding recommendations or advisory items shall not prevent completion of the Service visit.

13.14.3 Where further work is recommended, CMYUK shall notify the Customer together with any quotation or recommendation where appropriate.

13.15 Customer Production Responsibility

13.15.1 Whilst CMYUK shall exercise reasonable skill, care and diligence in providing the Services, responsibility for the Customer's production planning, production scheduling, business continuity and operational decisions remains with the Customer.

Clause 14 – Limitation of Liability

14.1 General Principles

14.1.1 Nothing in this Agreement seeks to exclude or restrict liability where such exclusion or restriction would be unlawful.

14.1.2 Subject to Clause 14.1.1, the Parties agree that liability shall be allocated fairly, having regard to the nature of the Goods, Engineering Services and commercial arrangements forming part of the Contract.

14.1.3 Each Party shall remain responsible for those matters which are properly within its control.

14.2 Liability That Cannot Be Excluded

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(d) any other liability expressly stated elsewhere in this Agreement as being accepted by that Party.

14.3 CMYUK Liability

(a) its breach of the Contract;

(b) failure to exercise reasonable skill and care in performing the Engineering Services;

(d) breach of any express warranty given by CMYUK under this Agreement; or

(e) any other liability expressly accepted by CMYUK under the Contract.

14.4 Customer Liability

(a) operation of its business;

(b) production planning;

(d) Customer-maintained equipment and routine maintenance;

(e) Customer Data;

(f) Customer Intellectual Property;

(g) operation outside Manufacturer recommendations; and

(h) any other matter allocated to the Customer under this Agreement.

14.5 Matters Outside CMYUK's Control

(a) Manufacturer defects;

(b) Third-Party Warranty decisions;

(d) failures in third-party software not supplied or supported by CMYUK;

(e) Customer misuse or unauthorised modification;

(f) Force Majeure Events; or

(g) other matters outside CMYUK's reasonable control except where CMYUK has expressly accepted responsibility under the Contract.

14.6 Duty to Mitigate

14.7 Financial Liability Cap

14.7.1 Subject always to Clauses 14.1 and 14.2, CMYUK's aggregate liability arising out of or in connection with any single Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed 125% of the Contract Price, unless a different liability cap is expressly agreed in writing within the applicable quotation, framework agreement or Contract.

14.7.2 The liability cap applies to the aggregate of all claims arising from the relevant Contract and shall not apply separately to individual incidents or breaches.

14.8 Excluded Losses

14.8.1 Subject to Clause 14.2, CMYUK shall not be liable for:

(a) indirect or consequential loss;

(b) loss of profit;

(d) loss of production;

(e) loss of business opportunity;

(f) loss of anticipated savings;

(g) loss of goodwill; or

(h) loss arising from business interruption.

14.9 Customer Liability

14.9.1 The Customer shall be liable for loss, damage or additional cost arising from:

(a) breach of the Contract;

(b) negligent acts or omissions;

(d) unauthorised modification of the Goods;

(e) failure to carry out Customer-maintained routine maintenance where materially relevant; or

(f) any other matter allocated to the Customer under this Agreement.

14.10 Multiple Causes

14.10.1 Where loss arises from more than one contributing cause, each Party shall remain responsible only for that proportion of the loss fairly attributable to its own breach of Contract, negligence or other legal responsibility.

14.10.2 Nothing in this Clause shall make either Party responsible for loss caused solely by the acts or omissions of another person.

14.11 Insurance

14.11.1 Each Party acknowledges that the liability allocations contained within this Agreement are reflected in the insurance arrangements maintained or expected to be maintained by each Party.

14.11.2 Each Party shall maintain appropriate insurance consistent with the risks allocated to it under this Agreement.

14.12 Entire Liability

14.13 Professional Advice and Customer Information

14.13.1 Where CMYUK provides technical advice, application guidance, engineering recommendations or consultancy services, such advice is given in good faith on the basis of the information reasonably available at the time. CMYUK shall not be liable for consequences arising from inaccurate, incomplete or misleading information supplied by the Customer or from material changes in circumstances occurring after the advice was provided, except to the extent that CMYUK has failed to exercise reasonable skill and care.

Clause 15 – Confidentiality and Information Security

15.1 General Principles

15.1.1 Each Party acknowledges that, during the course of the Contract, it may receive or obtain access to Confidential Information belonging to the other Party.

15.1.2 Each Party shall protect the Confidential Information of the other Party with at least the same degree of care that it applies to its own confidential information, and in any event using no less than reasonable skill, care and diligence.

15.1.3 Confidential Information shall be used solely for the purposes of performing or receiving the Goods and Services under the Contract unless otherwise agreed in writing.

15.2 Confidential Information

15.2.1 Confidential Information includes, without limitation:

(a) commercial information;

(b) pricing and quotations;

(d) engineering documentation;

(e) manufacturing processes;

(f) production methods;

(g) artwork, designs and print files;

(h) software, source materials and technical configurations;

(i) customer lists and supplier information;

(j) financial information;

(k) business strategies and development plans;

(l) service records and diagnostic information; and

(m) all other information identified as confidential or which ought reasonably to be regarded as confidential.

15.2.2 Confidential Information may be disclosed in written, electronic, digital, verbal or any other form.

15.3 Confidentiality Obligations

(a) keep Confidential Information confidential;

(b) restrict disclosure to personnel and professional advisers who reasonably require access for the purposes of the Contract;

(d) not copy, reproduce or distribute Confidential Information except where reasonably necessary for the performance of the Contract;

(e) implement reasonable administrative, physical and technical measures to protect Confidential Information from unauthorised access, disclosure, loss or misuse.

15.4 Information Security

15.4.1 Where CMYUK personnel access the Customer's premises, systems or equipment, CMYUK shall take reasonable steps to comply with the Customer's notified security procedures, provided that such procedures have been communicated in advance and do not prevent CMYUK from safely and effectively performing the Services.

15.4.2 Each Party shall take reasonable precautions to protect electronic information against unauthorised access, malware, accidental loss or corruption.

15.4.3 Neither Party shall knowingly introduce malicious software, malware or other harmful code into the other Party's systems.

15.5 Permitted Disclosures

15.5.1 A Party may disclose Confidential Information where reasonably necessary:

(a) to its employees, officers, professional advisers, auditors or insurers;

(b) to Manufacturers, finance providers, subcontractors or service providers involved in performing the Contract, provided they are subject to appropriate confidentiality obligations;

(d) where the other Party has given its prior written consent.

15.5.2 Where disclosure is required by law, the disclosing Party shall, where legally permitted, notify the other Party in advance to allow it an opportunity to seek appropriate protective measures.

15.6 Exclusions

(a) is or becomes publicly available other than through breach of this Agreement;

(b) was lawfully known to the receiving Party before disclosure;

(d) is independently developed without reference to the other Party's Confidential Information.

15.7 Photography, Recording and Site Information

15.7.1 Neither Party shall photograph, video record or otherwise capture images of the other Party's premises, production facilities, equipment, personnel or commercially sensitive operations except where:

(a) reasonably necessary for the performance of the Contract;

(b) required for engineering, warranty, diagnostic, health and safety or regulatory purposes; or

15.7.2 Any images or recordings obtained pursuant to Clause 15.7.1 shall be treated as Confidential Information where they contain or reveal commercially sensitive information.

15.7.3 Neither Party shall use such material for advertising, promotional or marketing purposes without the prior written consent of the other Party.

15.8 Cyber Security Cooperation

15.8.1 Where either Party becomes aware of a cyber security incident, unauthorised access, malware event or other security incident that may materially affect the Confidential Information, systems or connected equipment of the other Party in connection with the Contract, it shall notify the other Party without undue delay.

15.8.2 The Parties shall cooperate in good faith to investigate, contain and mitigate the effects of such incident to the extent reasonably necessary.

15.8.3 Nothing in this Clause shall require either Party to disclose information that would compromise its own security measures, prejudice an ongoing investigation or breach Applicable Law.

15.9 Return or Secure Destruction of Confidential Information

15.9.1 Upon termination or completion of the Contract, or upon reasonable written request, each Party shall, subject to Clause 15.9.2:

(a) return Confidential Information belonging to the other Party; or

(b) securely destroy such Confidential Information and, where reasonably requested, confirm that it has done so.

15.9.2 A Party may retain Confidential Information to the extent reasonably necessary to:

(a) comply with Applicable Law;

(b) satisfy regulatory or taxation requirements;

(d) preserve engineering, warranty, health and safety or service records;

(e) establish, exercise or defend legal claims; or

(f) comply with legitimate internal record retention policies.

15.9.3 Any retained Confidential Information shall remain subject to the confidentiality obligations contained within this Agreement.

15.10 Public Announcements and Publicity

15.10.1 Neither Party shall make any public announcement, press release or marketing communication referring to the existence of the Contract or the other Party without that Party's prior written consent, except where disclosure is required by law or a regulatory authority.

15.10.2 Nothing in this Clause prevents CMYUK and the Customer from identifying each other as a customer or supplier where separately agreed in writing for marketing or reference purposes.

15.11 Duration & Confidentiality

15.11.1 The obligations contained within this Clause shall continue during the Contract and for a period of five (5) years following its termination or expiry, except where:

(a) Applicable Law requires a longer period;

(b) the information remains a trade secret or otherwise continues to attract legal protection; or

15.12 Confidentiality of Commercial Terms

15.12.1 Unless expressly agreed otherwise in writing, the Parties acknowledge that quotations, pricing schedules, discounts, rebates, commercial incentives, framework pricing, negotiated terms and other commercial arrangements between the Parties constitute Confidential Information and shall not be disclosed to third parties except as permitted under this Agreement or required by law.

Clause 16 – Data Protection and Data Processing

16.1 General Principles

16.1.1 Each Party shall comply with all applicable Data Protection Legislation in relation to any Personal Data processed in connection with the Contract.

16.1.2 Each Party acknowledges that, depending upon the nature of the Goods and Services supplied, it may act as an independent Controller, Processor or otherwise in accordance with applicable Data Protection Legislation.

16.1.3 Nothing in this Agreement shall require either Party to act in a manner that would cause it to breach applicable Data Protection Legislation.

16.2 Controller and Processor Responsibilities

16.2.1 Each Party shall be responsible for complying with its own obligations under applicable Data Protection Legislation in respect of the Personal Data for which it acts as Controller.

16.2.2 Where CMYUK processes Personal Data on behalf of the Customer as a Processor, such processing shall be carried out only in accordance with the Customer's documented instructions, except where otherwise required by law.

16.2.3 Where the nature of the Services requires a more detailed allocation of Controller and Processor obligations, the Parties may enter into a separate Data Processing Agreement, which shall take precedence over this Clause to the extent of any inconsistency.

16.3 Security of Personal Data

16.3.1 Each Party shall implement and maintain appropriate technical and organisational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or unauthorised access.

16.3.2 Such measures shall be appropriate to the nature of the Personal Data processed and the risks presented by the relevant processing activities.

16.4 Data Breach Notification

16.4.1 Where either Party becomes aware of a Personal Data Breach affecting Personal Data processed under the Contract that is likely to have a material impact upon the other Party, it shall notify the other Party without undue delay.

16.4.2 The Parties shall cooperate in good faith to investigate, contain and mitigate the effects of such breach and to comply with their respective legal obligations.

16.5 International Transfers

16.5.1 Neither Party shall knowingly transfer Personal Data outside the United Kingdom or any other jurisdiction recognised as providing an adequate level of protection unless such transfer complies with applicable Data Protection Legislation.

16.5.2 Where appropriate, the Parties shall cooperate in implementing any legally required safeguards relating to international transfers of Personal Data.

16.6 Engineer Access to Customer Systems

16.6.1 Where CMYUK personnel require access to the Customer's systems, networks, software or connected equipment in order to provide the Services, CMYUK shall access only such systems and Personal Data as are reasonably necessary for the performance of the Contract.

16.6.2 CMYUK shall use reasonable endeavours to avoid unnecessary viewing, copying, downloading or processing of Personal Data and shall limit access to authorised personnel with a legitimate business need.

16.6.3 CMYUK personnel shall comply with any reasonable access, authentication and security procedures notified by the Customer before access is granted, provided such procedures do not prevent CMYUK from performing the agreed Services safely and effectively.

16.7 Data Minimisation and Retention

16.7.1 Each Party shall collect, disclose, process and retain only such Personal Data as is reasonably necessary for the purposes of the Contract.

16.7.2 Personal Data shall not be retained for longer than is reasonably necessary, subject to Applicable Law, regulatory obligations and legitimate record retention requirements.

16.7.3 Where Personal Data is no longer required, each Party shall take reasonable steps to securely delete, anonymise or otherwise dispose of it in accordance with its retention policies and Applicable Law.

16.8 Customer Authorised Access

16.8.1 Where the Customer requests or permits CMYUK to access its systems, networks, software or connected equipment, the Customer warrants that it has the necessary authority to grant such access.

16.8.2 The Customer shall provide such permissions, credentials and reasonable assistance as may be necessary to enable CMYUK to perform the agreed Services.

16.8.3 CMYUK shall use such access solely for the purposes of performing the Contract and shall not knowingly use that access for any unrelated purpose.

16.9 Data Processing Agreement

16.9.1 Where the nature or scope of the Services requires more detailed data protection obligations than those contained in this Agreement, the Parties may enter into a separate Data Processing Agreement ("DPA").

16.9.2 Any DPA entered into by the Parties shall supplement this Agreement and, in the event of inconsistency in relation to data protection matters, shall prevail to the extent of that inconsistency.

16.10 Records and Cooperation

16.10.1 Each Party shall maintain such records as are reasonably necessary to demonstrate compliance with applicable Data Protection Legislation.

16.10.2 The Parties shall cooperate in good faith to respond to data protection enquiries, complaints, regulatory investigations and data subject requests where such cooperation is reasonably necessary for compliance with Applicable Law.

16.11 Information Security Standards

16.11.1 Each Party shall maintain information security measures appropriate to the nature of the Personal Data, Confidential Information and systems involved. Where either Party maintains recognised information security certifications or accreditations (including, by way of example, Cyber Essentials, Cyber Essentials Plus or ISO/IEC 27001), it shall use reasonable endeavours to maintain those standards for so long as they remain applicable to its business.

Clause 17 – Force Majeure and Business Continuity

17.1 General Principles

17.1.1 Neither Party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay results directly from a Force Majeure Event.

17.1.2 A Force Majeure Event is an event beyond the reasonable control of the affected Party which could not reasonably have been prevented or avoided and which materially affects the performance of the Contract.

17.1.3 The affected Party shall continue to perform those obligations that are not prevented by the Force Majeure Event where it is reasonable and practicable to do so.

17.2 Force Majeure Events

(a) acts of God;

(b) flood, fire, earthquake or other natural disaster;

(d) war, armed conflict, terrorism or civil unrest;

(e) governmental action, sanctions, embargoes or changes in law;

(f) national or regional industrial disputes not limited to the affected Party's own workforce;

(g) interruption of transport networks or utilities;

(h) cyber attacks or widespread failures of communications infrastructure affecting multiple organisations;

(i) failure of essential suppliers where such failure is itself caused by a Force Majeure Event; and

(j) any other event beyond the reasonable control of the affected Party.

17.3 Notification

17.3.1 The affected Party shall notify the other Party as soon as reasonably practicable after becoming aware of the Force Majeure Event.

17.3.2 The notice shall, where reasonably possible, include:

(a) the nature of the Force Majeure Event;

(b) the obligations affected;

(d) any steps being taken to mitigate its effects.

17.3.3 The affected Party shall keep the other Party reasonably informed of material developments.

17.4 Duty to Mitigate

17.4.1 The affected Party shall use reasonable commercial endeavours to minimise the impact of the Force Majeure Event and to resume full performance as soon as reasonably practicable.

17.4.2 The Parties shall cooperate in good faith to identify reasonable alternative arrangements that may reduce disruption.

17.4.3 Neither Party shall be required to incur unreasonable expenditure or accept materially disadvantageous terms in order to overcome a Force Majeure Event.

17.5 Business Continuity

17.5.1 Where reasonably practicable, CMYUK shall seek to maintain continuity of critical Services by implementing appropriate business continuity measures.

17.5.2 Such measures may include, where appropriate:

(a) remote technical support;

(b) alternative engineering resources;

(d) alternative methods of communication;

(e) temporary workarounds; or

(f) other reasonable measures appropriate to the circumstances.

17.5.3 Nothing in this Clause guarantees uninterrupted performance where this is prevented by the Force Majeure Event.

17.6 Supply Chain Disruption

17.6.1 Where a Force Majeure Event materially affects a Manufacturer, supplier, logistics provider or other critical member of CMYUK's supply chain, and such disruption materially affects CMYUK's ability to perform the Contract, that disruption may constitute a Force Majeure Event for the purposes of this Agreement.

17.6.2 CMYUK shall use reasonable commercial endeavours to identify alternative sources of supply or alternative methods of performance where reasonably practicable.

17.6.3 Nothing in this Clause requires CMYUK to procure Goods or Services from alternative sources where doing so would be commercially unreasonable, technically inappropriate or inconsistent with the Customer's requirements.

17.7 Prioritisation of Critical Support

17.7.1 Where engineering or service resources are materially affected by a Force Majeure Event, CMYUK may allocate available resources according to reasonable operational priorities.

17.7.2 In determining such priorities, CMYUK may take into account:

(a) health and safety;

(b) critical equipment failures;

(d) operational impact upon Customers;

(e) availability of engineers, spare parts and specialist resources; and

(f) any other factor reasonably relevant to maintaining essential Services.

17.7.3 CMYUK shall keep affected Customers reasonably informed of material changes to expected response or delivery times.

17.8 Review and Recovery

17.8.1 Where a Force Majeure Event continues for sixty (60) consecutive days, either Party may require the Parties to meet promptly and in good faith to review the continued operation of the Contract.

17.8.2 During that review, the Parties shall use reasonable endeavours to agree appropriate measures to preserve the commercial relationship, including where appropriate:

(a) revised delivery schedules;

(b) amended implementation programmes;

(d) alternative methods of performance; or

(e) such other reasonable arrangements as the Parties may agree.

17.8.3 If, following such review, the Parties are unable to agree a commercially reasonable solution within a further thirty (30) days, either Party may terminate the affected part of the Contract by giving written notice to the other Party.

17.8.4 Termination under this Clause shall not affect rights and obligations that accrued before the effective date of termination.

17.9 Costs During Force Majeure

17.9.1 Unless otherwise expressly agreed in writing, each Party shall bear its own costs arising from a Force Majeure Event.

17.9.2 Where additional work is requested by the Customer in response to a Force Majeure Event and falls outside the agreed scope of the Contract, such work shall be treated as Additional Work in accordance with this Agreement.

17.10 Payment Obligations During Force Majeure

17.10.1 A Force Majeure Event shall not relieve the Customer of its obligation to pay for Goods delivered, Engineering Services performed or other amounts properly due before the Force Majeure Event occurred, nor for Goods or Services subsequently accepted by the Customer.

Clause 18 – Suspension, Termination and Orderly Exit

18.1 General Principles

18.1.1 The Parties acknowledge that the objective of this Clause is to provide a fair and orderly process for the suspension or termination of the Contract where continuation is no longer appropriate or reasonably practicable.

18.1.2 Where reasonably possible, the Parties shall seek to resolve issues through communication and cooperation before exercising rights of suspension or termination.

18.1.3 Nothing in this Clause prevents either Party from exercising any immediate termination right expressly provided elsewhere in this Agreement or under Applicable Law.

18.2 Suspension

18.2.1 CMYUK may suspend performance of all or part of the Contract where:

(a) the Customer fails to make payment in accordance with Clause 4;

(b) the Customer commits a material breach of the Contract capable of remedy and fails to remedy that breach within the period specified by CMYUK's written notice;

(d) the Customer prevents CMYUK from performing the Services;

(e) continued performance would place CMYUK in breach of Applicable Law; or

(f) suspension is otherwise expressly permitted under this Agreement.

18.2.2 CMYUK shall notify the Customer of the reason for suspension and, where reasonably practicable, the steps required to resume performance.

18.2.3 Suspension shall not relieve the Customer of its obligation to pay sums properly due under the Contract.

18.3 Termination for Material Breach

18.3.1 Either Party may terminate the Contract by written notice where the other Party commits a material breach which is capable of remedy and fails to remedy that breach within thirty (30) days of receiving written notice requiring it to do so.

18.3.2 Where a material breach is incapable of remedy, the non-defaulting Party may terminate the Contract immediately by written notice.

18.4 Immediate Termination

(a) enters liquidation, administration or any analogous insolvency process;

(b) ceases or threatens to cease carrying on business;

(d) commits a serious breach of Applicable Law materially affecting the Contract; or

(e) experiences any other event which entitles the other Party to terminate under Applicable Law.

18.5 Customer Termination for Convenience

18.5.1 Where expressly agreed in the Contract, the Customer may terminate all or part of the Contract for convenience by giving the agreed period of written notice.

18.5.2 Unless otherwise expressly agreed in writing, the Customer shall remain responsible for:

(a) Goods already manufactured, ordered or allocated;

(b) Engineering Services already performed;

(d) non-cancellable commitments reasonably entered into by CMYUK in connection with the Contract; and

(e) any other sums properly accrued up to the effective date of termination.

18.5.3 Nothing in this Clause affects the Customer's statutory rights where they cannot lawfully be excluded.

18.6 CMYUK Termination for Convenience

18.7 Transitional Assistance

18.7.1 Following termination or expiry of the Contract, the Parties shall cooperate in good faith to facilitate an orderly transition of the affected Goods and Services.

18.7.2 Where requested by the Customer, CMYUK may provide reasonable transitional assistance to support the transfer of Services to the Customer, the Manufacturer, another authorised service provider or another supplier.

18.7.3 Unless expressly agreed otherwise in writing, any transitional assistance shall constitute Additional Work and shall be chargeable at CMYUK's applicable rates.

18.7.4 The scope, duration and timing of any transitional assistance shall be agreed between the Parties in writing.

18.8 Return of Property

18.8.1 Upon termination or expiry of the Contract, each Party shall promptly return, or where agreed securely dispose of, any property belonging to the other Party in its possession or control.

18.8.2 Such property may include, without limitation:

(a) equipment;

(b) demonstration equipment;

(d) tools;

(e) access cards;

(f) security credentials;

(g) documents;

(h) storage media; and

(i) any other tangible property belonging to the other Party.

18.8.3 Nothing in this Clause shall prejudice any lawful right of retention, lien or other contractual right expressly provided under this Agreement or Applicable Law.

18.9 Completion of Work in Progress

18.9.1 Following suspension, termination or expiry of the Contract, the Parties shall cooperate in good faith to identify:

(a) Goods supplied;

(b) Services completed;

(d) outstanding obligations;

(e) work capable of safe completion;

(f) work that should cease immediately; and

(g) actions reasonably necessary to leave the Customer's Site, Equipment, Software and related systems in a safe, stable and orderly condition.

18.9.2 Where further work is requested following termination, such work shall constitute Additional Work unless otherwise expressly agreed in writing.

18.10 Payments Following Termination

18.10.1 Termination or expiry of the Contract shall not affect the Customer's obligation to pay:

(a) all sums properly due prior to termination;

(b) Goods manufactured, ordered, allocated or delivered;

(d) authorised Additional Work;

(e) reasonable demobilisation costs; and

(f) any other amounts properly payable under the Contract.

18.10.2 CMYUK shall invoice such amounts in accordance with Clause 4.

18.11 Survival of Rights

18.11.1 Termination or expiry shall not affect any rights, remedies, obligations or liabilities accrued before the effective date of termination.

18.11.2 Without limitation, the following Clauses shall survive termination or expiry to the extent necessary to give them effect:

(a) Payment;

(b) Intellectual Property Rights;

(d) Limitation of Liability;

(e) Confidentiality and Information Security;

(f) Data Protection and Data Processing;

(g) Governing Law and Jurisdiction; and

(h) any other provision expressly or by implication intended to survive.

18.12 No Waiver

18.13 Preservation of Evidence

18.13.1 Following suspension, termination or expiry of the Contract, each Party shall retain such documents, engineering records, service reports, photographs, diagnostic information and other evidence as is reasonably necessary to resolve any outstanding warranty claim, payment dispute, insurance claim, regulatory enquiry or legal proceedings, subject to its legal and document retention obligations.

Clause 19 – Compliance, Ethics and Responsible Business Conduct

19.1 General Principles

19.1.1 Each Party shall conduct its business in accordance with Applicable Law and with the standards of integrity, professionalism and responsible business conduct reasonably expected of organisations operating within their respective industries.

19.1.2 Each Party shall maintain appropriate policies, procedures and controls designed to support compliance with Applicable Law relevant to the performance of the Contract.

19.1.3 Nothing in this Agreement shall require either Party to act in a manner that would breach Applicable Law or any lawful regulatory requirement.

19.2 Anti-Bribery and Anti-Corruption

19.2.1 Each Party shall comply with all applicable anti-bribery and anti-corruption legislation, including the UK Bribery Act 2010 where applicable.

19.2.2 Neither Party shall offer, promise, give, request or accept any financial or other advantage intended improperly to influence any person in connection with the Contract.

19.2.3 Each Party shall maintain reasonable procedures designed to prevent bribery and corrupt practices within its organisation.

19.3 Trade Compliance

19.3.1 Each Party shall comply with all applicable sanctions, export control laws and trade restrictions relevant to the Goods and Services.

19.3.2 The obligations contained within this Clause supplement, and shall be read together with, the provisions of Clause 5 (Export, Import and Trade Compliance).

19.4 Modern Slavery and Ethical Business Practices

19.4.1 Each Party shall take reasonable steps to prevent modern slavery, forced labour, human trafficking and other unlawful labour practices within its own business and, where appropriate, within its supply chain.

19.4.2 Each Party shall comply with any applicable legislation relating to modern slavery and shall maintain such policies as are appropriate to the nature and size of its business.

19.4.3 Upon reasonable request, each Party shall provide such information as may reasonably be required to demonstrate compliance with this Clause, subject to confidentiality obligations.

19.5 Health, Safety and Environmental Responsibilities

19.5.1 Each Party shall comply with all applicable health, safety and environmental legislation relevant to the performance of the Contract.

19.5.2 The Parties acknowledge that more detailed operational health and safety obligations are addressed elsewhere within this Agreement and during the delivery of the Goods and Services.

19.5.3 Each Party shall use reasonable endeavours to minimise unnecessary environmental impact arising from the performance of the Contract where reasonably practicable.

19.6 Cooperation with Regulatory Authorities

19.6.1 Each Party shall cooperate reasonably with lawful enquiries made by competent regulatory authorities where such enquiries relate to the Goods, Services or performance of the Contract.

19.6.2 Nothing in this Clause requires either Party to waive legal privilege, disclose Confidential Information unlawfully or act contrary to Applicable Law.

19.7 Responsible Use of Artificial Intelligence

19.7.1 Where either Party uses artificial intelligence, machine learning or automated decision-support tools in connection with the performance of the Contract, that Party shall remain responsible for the decisions, advice and Services provided.

19.7.2 Neither Party shall rely solely upon automated outputs where professional judgement, engineering expertise or regulatory compliance reasonably requires human oversight.

19.7.3 Nothing in this Clause prevents either Party from using artificial intelligence as a tool to improve efficiency, provided appropriate human review remains in place where reasonably necessary.

19.8 Ethical Supply Chain Management

19.8.1 Each Party shall use reasonable endeavours to engage with suppliers, subcontractors and business partners who maintain standards of legal compliance and ethical business conduct appropriate to the Goods and Services being supplied.

19.8.2 Neither Party shall knowingly engage suppliers or subcontractors where it is aware of serious unlawful practices that materially affect the performance of the Contract or would reasonably be expected to damage the reputation of the other Party.

19.8.3 Nothing in this Clause requires either Party to conduct investigations beyond those reasonably appropriate to the nature, value and risk profile of the relevant engagement.

19.9 Ethical Reporting

19.9.1 Each Party shall maintain appropriate internal procedures through which employees, workers or other relevant personnel may report suspected unlawful, unethical or improper conduct.

19.9.2 Neither Party shall knowingly retaliate against any individual who, acting in good faith, raises a genuine concern regarding compliance, health and safety, fraud, bribery, corruption, modern slavery, environmental matters or other unlawful conduct.

19.9.3 Nothing in this Clause requires either Party to disclose confidential employment matters or information protected by legal privilege.

19.10 Policies

19.10.1 Each Party may maintain policies relating to compliance, ethics, anti-bribery, modern slavery, human rights, health and safety, environmental management, information security and other responsible business practices.

19.10.2 Where policies are notified to the other Party and are reasonably applicable to the performance of the Contract, each Party shall use reasonable endeavours to comply with those policies while performing its obligations, provided they:

(a) are lawful;

(b) have been communicated in advance; and

19.11 Records and Audit Cooperation

19.11.1 Each Party shall maintain such records as are reasonably necessary to demonstrate compliance with the obligations contained in this Clause.

19.11.2 Where reasonably requested and relevant to the performance of the Contract, the Parties shall cooperate in good faith by providing information reasonably necessary to demonstrate compliance, subject always to confidentiality obligations, legal privilege, data protection legislation and Applicable Law.

19.11.3 Nothing in this Clause requires either Party to disclose commercially sensitive information beyond that reasonably necessary to demonstrate compliance.

19.12 Continuous Improvement

19.12.1 Each Party shall use reasonable endeavours to review and improve its compliance procedures, training, internal controls and governance arrangements from time to time, having regard to changes in Applicable Law, recognised industry practice, technological developments and the nature of its business.

Clause 20 – General Legal Provisions

20.1 Entire Agreement

20.1.1 This Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all previous discussions, negotiations, correspondence, representations and understandings relating to that subject matter.

20.1.2 Each Party acknowledges that, in entering into the Contract, it has not relied upon any representation, warranty or statement not expressly set out in this Agreement, except that nothing in this Agreement excludes liability for fraud or fraudulent misrepresentation.

20.2 Variation

20.2.1 No variation to this Agreement shall be effective unless it is agreed in writing and signed or otherwise expressly approved by authorised representatives of both Parties.

20.2.2 For the purposes of this Clause, "in writing" includes electronic communications where the Parties have clearly agreed the relevant variation.

20.3 Waiver

20.3.1 A failure or delay by either Party in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.

20.3.2 A waiver shall only be effective if made expressly in writing and shall apply only to the specific circumstances for which it is given.

20.4 Severability

20.4.1 If any provision of this Agreement is found to be invalid, illegal or unenforceable by a court or competent authority, that provision shall, to the minimum extent necessary, be deemed modified or severed so that it becomes valid and enforceable.

20.4.2 The validity and enforceability of the remaining provisions shall not be affected.

20.5 Assignment

20.5.1 The Customer shall not assign, transfer, novate or otherwise dispose of any of its rights or obligations under the Contract without CMYUK's prior written consent, such consent not to be unreasonably withheld or delayed.

20.5.2 CMYUK may assign, transfer or novate the Contract to:

(a) a member of its corporate group;

(b) a successor in connection with a business reorganisation, merger or sale of substantially all of its business assets; or

20.5.3 Any permitted assignment or novation shall not adversely affect the Customer's rights under the Contract.

20.6 Subcontracting

20.6.1 CMYUK may engage suitably qualified subcontractors, specialist engineers or service providers to perform all or part of the Services.

20.6.2 CMYUK shall remain responsible for the performance of any subcontracted obligations as though performed by CMYUK itself, except where the Contract expressly provides otherwise.

20.6.3 Nothing in this Clause prevents CMYUK from using Manufacturer-authorised service providers where appropriate.

20.7 Electronic Communications

20.7.1 Unless otherwise expressly required by this Agreement or Applicable Law, the Parties may exchange quotations, purchase orders, order acknowledgements, approvals, service reports, engineering documentation, notices and other communications relating to the Contract by electronic means.

20.7.2 Electronic communications shall have the same contractual effect as communications in paper form, provided that the identity of the sender and the integrity of the communication can reasonably be established.

20.7.3 Nothing in this Clause prevents either Party from requiring formal written notice where expressly provided elsewhere in this Agreement.

20.8 Independent Contractor Relationship

20.8.1 Nothing in this Agreement creates or shall be deemed to create:

(a) a partnership;

(b) a joint venture;

(d) a fiduciary relationship; or

(e) an employment relationship.

20.8.2 Neither Party shall have authority to bind, represent or incur obligations on behalf of the other Party except where expressly authorised in writing.

20.9 Administrative Cooperation

20.9.1 The Parties shall act reasonably and in good faith in relation to the administrative operation of this Agreement where cooperation is reasonably required.

20.9.2 This obligation applies only to administrative matters including:

(a) exchange of information;

(b) approvals;

(d) implementation arrangements;

(e) scheduling;

(f) notices; and

(g) other procedural matters necessary for the efficient administration of the Contract.

20.9.3 Nothing in this Clause limits either Party's commercial rights or remedies under this Agreement or imposes a general duty of good faith beyond the administrative matters expressly referred to above.

20.10 Notices

20.10.1 Any notice required under this Agreement shall be in writing.

20.10.2 A notice may be delivered:

(a) by hand;

(b) by recognised overnight courier;

(d) by email to the address notified by the receiving Party for contractual notices.

20.10.3 A notice shall be deemed received:

(a) if delivered by hand, when delivered;

(b) if sent by courier, on delivery;

(d) if sent by email, when transmitted, provided that no automated delivery failure notice is received.

20.10.4 This Clause does not apply to routine operational communications, purchase orders, service requests or other day-to-day communications unless expressly stated otherwise.

20.11 Third Party Rights

20.11.1 A person who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement unless this Agreement expressly provides otherwise.

20.12 Electronic Signatures and Counterparts

20.12.1 This Agreement may be executed by electronic signature where permitted by Applicable Law.

20.12.2 The Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

20.12.3 Electronic copies of signed counterparts shall be admissible as evidence of execution to the same extent as original signed documents.

20.13 Order of Precedence

20.13.1 Unless expressly agreed otherwise in writing, in the event of any inconsistency between the contractual documents, they shall prevail in the following order: (1) Signed bespoke agreement or Framework Agreement; (2) CMYUK Quotation (including commercial schedules); (3) Statement of Work, Service Schedule or Project Specification; (4) These Terms and Conditions; (5) Customer Purchase Order, only insofar as it does not introduce conflicting terms; and (6) Other documents expressly incorporated into the Contract.

Clause 21 – Survival

21.1 Any provision of this Agreement which by its nature, purpose or express wording is intended to survive the termination, expiry or rescission of the Contract shall remain in full force and effect notwithstanding such termination, expiry or rescission.

21.2 Without limitation, this includes provisions relating to:

(a) payment obligations;

(b) confidentiality;

(d) data protection;

(e) limitations and exclusions of liability;

(f) indemnities;

(g) record keeping and audit rights;

(h) dispute resolution;

(i) governing law and jurisdiction; and

(j) any other provision which is expressly stated, or which by its nature is intended, to survive termination or expiry.

21.3 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities which have accrued before the effective date of termination or expiry.

Clause 22 – Governing Law, Jurisdiction and Dispute Resolution

22.1 Governing Law

22.1.1 This Agreement and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it, its subject matter or its formation shall be governed by and construed in accordance with the laws of England and Wales.

22.2 Jurisdiction

22.2.1 Subject to Clause 22.3, the courts of England and Wales shall have exclusive jurisdiction to hear and determine any dispute or claim arising out of or in connection with this Agreement.

22.2.2 Nothing in this Agreement prevents either Party from seeking interim, protective or injunctive relief in any court of competent jurisdiction where such relief is reasonably necessary to protect its rights pending final determination of the dispute.

22.3 Good Faith Resolution

22.3.1 Before commencing formal legal proceedings, the Parties shall, where reasonably practicable and except where urgent relief is required, seek to resolve any dispute through good faith discussions between appropriately authorised representatives.

22.3.2 Either Party may refer the dispute to senior management where it considers that doing so may assist in achieving a commercial resolution.

22.3.3 Nothing in this Clause prevents either Party from commencing proceedings where limitation periods, urgent relief, insolvency, enforcement action or other circumstances reasonably require immediate legal action.

22.4 Mediation

22.4.1 If the Parties are unable to resolve the dispute through discussions under Clause 22.3, they may agree to refer the dispute to mediation before commencing litigation.

22.4.2 Unless otherwise agreed, the mediator shall be appointed by agreement between the Parties or, failing agreement, by the President for the time being of the Law Society of England and Wales (or any successor body) upon the application of either Party.

22.4.3 Participation in mediation shall be without prejudice to the legal rights of either Party and shall not prevent either Party from commencing or continuing legal proceedings where appropriate.

22.5 Continued Performance

22.5.1 Unless the Contract has been terminated or continued performance is not reasonably practicable, the Parties shall continue to perform those obligations under the Contract that are not directly affected by the dispute while reasonable efforts are being made to resolve it.

22.5.2 Nothing in this Clause requires either Party to continue performance where doing so would be unlawful, unsafe or materially prejudicial to its legitimate commercial interests.

22.6 Costs

22.6.1 Unless otherwise agreed in writing or ordered by a court of competent jurisdiction, each Party shall bear its own costs incurred in attempting to resolve a dispute under Clauses 22.3 and 22.4.