Research Standard Terms and Conditions

Youth Sport Trust (“we” or “YST”), only purchase research services ("Deliverables") on these terms and conditions (the “Terms"). If you accept a purchase order (“PO”) for research services from YST, it will be on these Terms and no other standard terms.

Definitions

Academic Publication: means the publication of an abstract, article or paper in a journal or an electronic repository or its presentation at a conference or seminar in relation to the whole or in part to the Services and to Publish and Publication are to be construed as meaning such Publication.

Confidential Information: information in whatever form (including in written, oral, visual or electronic form and wherever located) relating to the disclosing Party, their customers, products, affairs or finances which is marked confidential or that the receiving Party reasonably ought to know is confidential or which is of its nature confidential, including: these Terms; any trade secrets including technical data and know-how relating to the disclosing Party or any of their suppliers, customers, management or business contacts; and information that you create, develop, receive or obtain solely on our behalf in the course this Contract, whether or not such information (if in anything other than oral form) is marked confidential.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the Data Protection Act 2018; the UK implementation of Regulation (EU) 2016/679 of the European Parliament and of the Council (“GDPR”); the Privacy and Electronic Communications Directive 2002/58/EC (as it has effect in the United Kingdom from time to time); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and the guidance and codes of practice issued by the Information Commissioner’s Office or other relevant data protection or Supervisory Authority.

DBS: Disclosure and Barring Service.

Deliverables: the deliverables, in whatever form, produced by you or your personnel in connection with the provision of the Services, including, but not limited to, any designs, documents, data, reports, photos, videos or software programmes and all materials embodying them.

Insurance Policies: as a minimum, public liability and professional indemnity insurance cover, plus product liability and employer's liability insurance cover, if applicable.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, service names, trade names and domain names, rights in get-up, goodwill, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, design rights, rights in computer software, database rights, rights in data, typographical rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

Invention: any invention, idea, discovery, development, improvement or innovation made by you in connection with this Contract, whether or not patentable or capable of registration, and whether or not recorded in any medium.

Personal Data: means any personal data processed by the parties in connection with this Contract.

Personnel: any agent, consultant, director, employee, owner, partner, shareholder or other person engaged by you to provide the Services

Services: the services, including any Deliverables and/or Inventions, as provided by you for YST, as more particularly as described in the PO.

YST Property: all documents, materials, correspondence information (on whatever media and wherever located) relating to YST or our customers and business contacts, and any documents or data, equipment, hardware or software provided for your use by YST during the Contract. 

  1. The Contract
    • Unless a separate, express written agreement (“Agreement”) is provided and signed by both parties, our contract (“Contract”) with you (“you”), will comprise our Purchase Order (“PO”), these Terms, anything else we expressly agree under section 1.2, and any content imposed by law, but nothing else.

1.2      If you want to request an amendment to these Terms you must obtain our express written agreement to that amendment, signed by a senior employee of YST and referring expressly to these Terms.

1.3      If any of the terms of the Contract conflict with or contradict each other those terms will over-ride each other in the following order of priority: any express written Agreement or amendment signed by us; our PO; these Terms.

1.4      The duration of the Contract will be as stipulated in our PO.

1.5      For the avoidance of doubt, in this clause 1 “Agreement” does not include any standard terms and conditions supplied by you (whether attached to any proposal, delivery note, or invoice, or featured in your correspondence, or otherwise).

1.6      The Contract is formed on your acceptance of our PO or on you taking any act consisted with fulfilling the order set out in our PO.

  1. Fees & Payment

2.1      The fees (“Fees”) will be as stated in our PO and, unless otherwise stated, will be exclusive of any applicable VAT (which will be payable by us subject to receipt of a valid VAT invoice) and fixed for the duration of the Contract.

2.2      Invoices may be sent to us on, or after, completion of the Deliverables, unless otherwise stated on our PO and will be paid within 30 days of receipt. Each invoice must include bank details, the number of our PO and a company registration number, self-assessment number and/or VAT registration number (if applicable). Failure to provide this information may result in a delay in payment.

2.3      We shall be entitled to deduct from the fees any sums owed to us by you at that time.

2.4      Expenses shall only be reimbursed if stipulated in the PO, subject to production of receipts or other appropriate evidence of payment.

2.5      Other than in respect of VAT and of expenses payable under clause 2.4 above, no invoice shall be accepted in an amount exceeding the remaining un-invoiced balance of the PO. Invoices for a greater amount will be accepted only if we have agreed to issue a further PO of at least that sum.

  1. Duties and Obligations

3.1      During the Contract you shall: discharge your obligations with all due care, skill and ability and in accordance with prevailing good business practice in your industry, profession or trade from time to time and use reasonable endeavours to protect the interests of YST; comply with all reasonable requests given by YST in connection with the Contract; and promptly give to YST all such information and reports as it may reasonably require in connection with matters relating to this Contract.

3.2      Unless you have been specifically authorised to do so by us in writing: you shall not have any authority to incur any expenditure in the name of or for the account of YST; and you shall not hold itself out as having authority to bind YST.

3.3      You have sole responsibility for complying with all applicable regulations and other legal and regulatory requirements concerning performance of the Contract, and for ensuring that we can, in compliance, likewise fully and lawfully utilise the Deliverables for their intended purposes.

3.4      You shall comply with all reasonable standards of health and safety and comply with any health and safety procedures from time to time in force at any premises and report to us any unsafe working conditions or practices.

3.5      You shall comply with the YST’s Safeguarding Policy, Procedures and good practice guidelines, where applicable – latest versions to be found on the YST’s website www.youthsporttrust.org/safeguarding.

3.6      You shall deliver the Contract in a fair, equitable and inclusive manner, with dignity and respect, and comply with the YST’s Equality & Diversity and Transgender policies – latest versions to be found on the YST’s website https://www.youthsporttrust.org/equality-and-diversity.

3.7      You shall comply with the YST Supplier Code of Conduct.

3.8      You shall promptly report to us any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of this Contract; and ensure that all persons associated with you or other persons who are working in connection with this Contract comply with this clause 3.

  1. Intellectual Property

4.1      All Intellectual Property Rights belonging to or licensed to one Party (or a third party) prior to the Commencement Date of this Contract (“Background IP”) are and shall remain the exclusive property of the Party who owns them as at that date.

4.2      For the duration of this Contract only, both Parties grant the other Party a royalty-free, non-transferable, non-exclusive licence to use relevant Background IP as stipulated by the relevant Party in writing for the sole purpose of delivering and/or receiving the benefit of this Contract.

4.3      All Intellectual Property Rights generated or developed by you or your Personnel in the course of delivering the Contract (“Arising IP”) and all materials embodying these rights (“Materials”) which are owned by, or would otherwise automatically vest in, you shall be irrevocably assigned from you to us, to the fullest extent permitted by law. Where such Arising IP or Materials are not automatically owned by us or have not been properly assigned, you hold all rights in Arising IP and Materials in trust for us until you can assign them to us immediately upon our written request or upon termination of this Contract, howsoever arising, at which time all Arising IP and Materials shall be deemed to have been transferred or assigned to us.

4.4      You undertake: to notify us in writing full details of any Arising IP you have created, promptly on its creation; to keep confidential the details of all such Arising IP; whenever requested to do so by us and in any event on the termination of the Contract, promptly to deliver to us all Materials, correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Deliverables or Inventions and the process of their creation, which are in your possession, custody or power; not to register nor attempt to register any of the Arising IP, unless requested to do so by us in writing; to do all acts necessary to confirm that absolute title in all Arising IP has passed, or will pass, to us; at any time to execute all documents, make all applications, give all assistance to do all acts necessary or desirable to confirm we own absolutely all the Arising IP and protect and maintain the Arising IP including but not limited to: (a) registering the Arising IP in the name of the Youth Sport Trust; and (b) defending us against claims that the Deliverables and/or Inventions infringe any third party rights; and to ensure that any author waives any moral rights in the Arising IP they have created, including to be identified as the author of the Deliverables or Inventions, the right to object to derogatory treatment of the Arising IP and the right against false attribution of the Arising IP, and agrees not to institute, support or permit any claim that any treatment, exploitation or use of the Arising IP infringes such rights.

4.5      You warrant and represent that the following statements are true: you have not given and will not give permission to any third party to use any of the Deliverables or the Inventions, nor any of the Arising IP or Materials therein; you are unaware of any use by any third party of the Deliverables or the Inventions nor any of the Arising IP therein; and the use of the Deliverables or the Inventions or the Intellectual Property therein by us will not infringe the rights of any third party. You will indemnify us against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of our use of the Deliverables.

4.6      Once the Intellectual Property Rights in the Arising IP and Materials has been assigned to YST, YST shall grant you a fully paid up, irrevocable, limited, non-exclusive, personal, royalty free, non-sub licensable licence to use the Arising IP and Materials for strictly non-commercial purposes, i.e., academic, teaching and research purposes, including Academic Publications.

4.7      Subject to the remainder of this Clause 4.7, all employees, students, agents or appointees of you shall have freedom in accordance with normal academic practice:

(a)    in pursuance of your academic functions, to discuss work undertaken as part of the Services in seminars, and to give instructions on questions related to such work; and

(b)   to Publish results and data obtained during the course of work undertaken as part of the Services.

  • Subject to clause 4.9, you will submit to YST, in writing, details of any Academic Publications relating to the Services which any of your employees or students intends to Publish, at least 30 days before the date of the proposed submission for Publication. YST may, by giving written notice to you (“a Confidentiality Notice”):
    • require you to delay the proposed Publication for a maximum of 90 days after receipt of the Confidentiality Notice if, in YST's reasonable opinion, that delay is necessary in order to seek patent or other protection for any of the Intellectual Property Rights in any of YST's Background IPR which are Confidential Information which are to be Published; or
    • prevent the Publication of any of YST’s Background IPR which are Confidential Information and/or which cannot be protected by patent or other Intellectual Property Right registration but which YST has chosen not to protect in that way.

4.9      YST must give that Confidentiality Notice within 14 days after receiving details of the proposed Publication.  If you do not receive a Confidentiality Notice within that period, the proposed Publication may proceed, except in relation to YST’s Background IPR which is YST’s Confidential Information and which may not be Published unless YST has given its written consent to that Publication.

  • All Publications concerning the Services will state each Party’s contribution unless the concerned Party decides otherwise.
  • The Parties agree that, where applicable, any proposed Academic Publication relating to the Services may contain the names of the Parties and their respective logos unless the concerned Party decides otherwise.
  • Neither Party will use the other Party’s name or the name of any individuals provided by the other Party or the other Party’s logo in any press release or product advertising or any other promotional purpose without first obtaining the other Party’s written consent.
  • The Parties acknowledge and agrees that it shall not obtain any interest or rights in the other Party’s logo and/or branding or any goodwill therein
  • You acknowledge that no further remuneration or compensation other than that provided for in this Contract is or may become due to you in respect of the performance of your obligations under this Clause 4.
  1. Insurance and Liability

5.1      Subject to clause 5.5, you shall have liability for and shall indemnify us for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by you of these Terms including any negligent or reckless act, omission or default and shall accordingly maintain in force during the Contract full and comprehensive Insurance Policies.

5.2      You shall ensure that Insurance Policies taken out with reputable insurers against all normal insurance risks relevant to your work for or with us, on terms and for amounts consistent with normal business prudence. You shall on request supply to us copies of the Insurance Policies and evidence that the relevant premiums have been paid.

5.3      You shall comply (and shall procure that your Personnel comply) with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way or if you are aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, you shall notify YST without delay.

5.4      Subject to clauses 5.6 and 5.7 below our entire liability to you arising out of or in connection with this Contract, regardless of the cause of action or legal liability, shall not exceed 100% of the Fees.

5.5      Subject to clauses 5.6, 5.7 and 5.8 below, your entire uninsured liability to YST arising out of or in connection with this Contract, regardless of the cause of action or legal liability, shall not exceed 100% of the Fees.

5.6      In no event shall either Party be liable to the other Party for: loss of profits; or loss of business; or depletion of goodwill or similar losses; or loss of anticipated savings; or loss of goods; or loss of use; or loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

5.7      Nothing in this Contract shall limit or exclude the liability of either Party for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation, or any other liability that it is not permitted by law to limit or exclude.

5.8      Your liability under clause 4.5 above (intellectual property warranties and indemnity) and clause 8.7 below (data protection indemnity) shall not be limited.

5.9      In clause 5.5, “uninsured liability” means liability not: covered by your Insurance Policies; or comprising the excess due under the Insurance Policies.

  1. Confidential Information and YST property

6.1      The receiving Party shall not and shall procure that their Personnel shall not (except in the proper course of their duties), either during the Contract or at any time after Contract termination, use or disclose to any third party any Confidential Information. This restriction does not apply to: any use or disclosure authorised by the disclosing Party or required by law; or any information which is already in, or comes into, the public domain otherwise than through the receiving Party’s unauthorised disclosure.

6.2      You shall not make any announcement in relation to, or otherwise refer to, this Contract or use the name of YST for any marketing or promotional purposes or on any marketing or promotional literature without our prior written consent.  

6.3      At any stage during the Contract, you will promptly on request return to us all and any YST Property in your possession. To the extent that you are unable to comply with your obligations under this Contract as result of returning such YST Property at YST’s request, you shall be excused from complying with those obligations.

  1. DBS and Safeguarding

7.1      You warrant and represent that where necessary, at your sole expense, in respect of each of the Personnel who is directly involved with young people as part of the Services: you have in place (and will maintain in place for the course of the Contract)a valid Enhanced DBS Certificate issued within the last three years; and that all relevant Personnel have attended a Safeguarding Training course within the last three years.

7.2      You shall immediately upon request from YST at any time during the Contract, produce a copy of the Enhanced DBS Certificate and/or Safeguarding Training Certificate for each of the relevant Personnel and warrant that you will inform YST immediately of any revocation, invalidation or expiry of an Enhanced DBS Certificate or Safeguarding Training Certificate in respect of any relevant Personnel.

  1. Data Protection

8.1      “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing”, “Processor”, and “Supervisory Authority” shall have the meaning given to them in the UK GDPR.

8.2      During the course of the Contract, we may process personal data relating to your personnel. You shall ensure that you make such personnel aware of our privacy notice, which is available at: www.youthsporttrust.org/privacy-policy.

8.3      The parties agree that for the purposes of the Data Protection Legislation, we are the controller of any Personal Data and that you will only process the Personal Data as our Processor. The subject matter, nature and purpose of the processing, and categories of Data Subject and Personal Data processed, are set out in our PO.

8.3      Each Party shall comply with Data Protection Legislation applicable to it in connection with this Contract and shall not cause the other Party to breach any of its obligations under Data Protection Legislation.

8.4      You shall:

8.4.1        process the Personal Data only on our behalf, only for the purposes of performing your obligations under this Contract, and only in accordance with instructions contained in this Contract or instructions received in writing from us from time to time unless you are required to otherwise process Personal Data by applicable law (in which case you shall notify us about such requirement prior to processing, to the extent permitted by applicable law). You shall notify us if, in your opinion, any instruction given by us breaches Data Protection Legislation or other applicable law;

8.4.2        only grant access to the Personal Data to persons who need to have access to it for the purposes of performing this Contract and, to the extent such persons are granted access, that they are only granted access to the part or parts of the Personal Data necessary for carrying out their role in performance of this Contract;

8.4.3        ensure that all persons with access to the Personal Data are: reliable, trustworthy and suitably trained on Data Protection Legislation and as a result are aware of your duties as a processor and their personal obligations with regards to this Contract and Data Protection Legislation; subject to an obligation of confidentiality or are under an appropriate statutory obligation of confidentiality; and notified of the confidential nature of the Personal Data;

8.4.4        as a minimum, take all measures required pursuant to Article 32 UK GDPR in accordance with best practice or the YST’s information security policies (as amended and provided to you from time to time), whichever imposes a higher standard, such measures being appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development;

8.4.5        only engage another person to process the Personal Data, or otherwise disclose Personal Data to another person (in each case a “Sub-Processor”), if we have approved the appointment of such Sub-Processor in writing;

8.4.6        where appointing a Sub-Processor pursuant to paragraph 10: ensure that the Sub-Processor complies with Data Protection Legislation; engage the Sub-Processor on a written agreement giving commitments in relation to the Processing of the Personal Data no less onerous than those set out in this Contract; and remain liable to us for the acts of the Sub-Processor in relation to the Personal Data.

8.4.7        notify us within three days if it receives any communication from a third party relating to the Processing of the Personal Data, including but not limited to requests to exercise rights under Data Protection Legislation or complaints and shall provide us with a copy of any such communication. You shall not take action in relation to such communication, unless compelled by law, without our prior approval, and shall comply with any reasonable instructions we give in relation to such communication;

8.4.8        taking into account the nature of the Processing and insofar as is possible, assist us with the fulfilment of our obligation to respond to requests for exercising Data Subject’s rights under the Data Protection Legislation and in responding to any other request, complaint or communication by, but not limited to, providing information requested by us and relevant Personal Data within a reasonable time and in a commonly used electronic format, taking into account the timescales for our complying with the Data Subject’s request under Data Protection Legislation;

8.4.9        taking into account the nature of the Processing and the information available to the you, assist us in ensuring compliance with its obligations pursuant to Articles 32 to 36 UK GDPR inclusive;

8.4.10     in the event that you become aware of any Personal Data Breach in respect of such Personal Data, you shall: notify us without undue delay after becoming aware of that event (and in any event within 24 hours after becoming aware of that event), providing as much information about the nature and impact of the breach (but not so as to delay the initial notification), including the Personal Data affected by it, as it is reasonably able to provide (and such information may be provided in stages as your investigation proceeds, if it is reasonable to do so); and support and co-operate with us in making any notifications to the relevant Supervisory Authorities and affected Data Subjects as we may (in its sole discretion) consider to be required;

8.4.11     at our option, delete or return to us the Personal Data (including all copies of it unless applicable law requires you to retain the Personal Data): when we instruct you to do so, in which case you shall be excused from complying with your obligations under this Contract to the extent that such instruction prevents you from complying with them; or when the Contract ceases;

8.4.12     to the extent that the processing involves collecting Personal Data on our behalf: only use a form to collect such Personal Data which has been authorised in writing by us; ensure that where consents are collected, you retain sufficient evidence of such consents and provides such evidence to us within three working days of a request to do so by us; ensure that where consents are collected, there are appropriate technical and organisational measures in place in order that it is as easy for the Data Subject to withdraw consent as it was to give it; and clearly display, or clearly display a link to, our privacy policy, as notified to you by the us from time to time;

8.4.13     only transfer Personal Data outside of the United Kingdom in compliance with Data Protection Legislation and with the prior written consent of the Youth Sport Trust;

8.4.14     make available to the Youth Sport Trust all information necessary to demonstrate your compliance; and

8.4.15     allow us or our external advisers (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit your Data Processing activities and those of its relevant agents and sub-contractors and comply with all reasonable requests or directions by us, to enable us to verify and procure that you are in full compliance with your obligations.

8.5      Notwithstanding anything in this Contract, information provided by you to us, whether through audit or otherwise, may be disclosed by us if requested or required generally or specifically by applicable law, a court of competent jurisdiction, a Supervisory Authority, a certification body (as referred to by Article 43 UK GDPR) or a monitoring body (as referred to by Article 41(1) UK GDPR) for the purposes of responding to a claim, request for information, inquiry or investigation.

8.6      Each Party shall promptly notify the other Party of any notice from a Supervisory Authority alleging non-compliance with the Data Protection Legislation (including any enforcement notice, information notice or transfer prohibition notice) which arises out of, or in connection with, this Contract.

8.7      You shall indemnify us against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with the breach of Data Protection Legislation by you, your employees or agents, provided that we give you prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and authority to manage, defend and/or settle it.

  1. Status

9.1      Your relationship to us will be that of independent contractor and nothing in this Contract shall render you or any of your Personnel an employee, worker, agent or partner of YST and you shall not hold itself out as such and shall procure that your Personnel shall not hold themselves out as such.

9.2      These Terms are not a contract of employment and accordingly you shall be fully responsible for and shall indemnify us for and in respect of: any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Contract or any payment or benefit received by your personnel in respect of the Contract, where such recovery is not prohibited by law. You shall further indemnify us against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by us in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by any of your personnel against us arising out of or in connection with this Contract.

9.3      We may at our option satisfy such indemnity (in whole or in part) by way of deduction from payments due to you.

9.4      You warrant that you are not nor will you prior to the cessation of this Contract, become a managed service company, within the meaning of section 61B of the Income Tax (Earnings and Pensions) Act 2003.

  1. Termination

10.1   We may terminate the Contract for convenience and without any liability by giving you not less than 4 weeks’ notice. Following termination under this clause 8 we shall not be liable for any further Fees (other than in respect of amounts accrued before termination of the Contract).

10.2   We may terminate the Contract with immediate effect without notice and without any liability to make any further payment to you (other than in respect of amounts accrued before termination of the Contract) if at any time: you are in breach of your obligations to maintain an Enhanced DBS Certificate for any Personnel or are otherwise in breach of your obligations under clause 6; any of your Personnel is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); you or your Personnel are, in our reasonable opinion, negligent or incompetent in the performance of this Contract; or you breach clause 3.8.

10.3   Either Party may terminate this Contract with immediate effect without any liability to make any further payment to the other Party (other than in respect of amounts accrued before the Termination Date) by written notice to the other, at any time, if the other Party: commits any irremediable material or serious breach, repeated breach or non-observance of any of the provisions of this Contract; makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding-up order is made or an administrator or receiver is appointed in relation to that Party; or, or its Personnel commits any fraud or dishonesty or acts in any manner which in the opinion of the terminating Party brings or is likely to bring them into disrepute or is materially adverse to the terminating Party’s interests.

10.4   The rights of either Party under this clause 10 are without prejudice to any other rights that it might have at law to terminate the Contract or to accept any breach of this Contract on the part of the other Party as having brought the Contract to an end. Any delay by either Party in exercising its rights to terminate shall not constitute a waiver of these rights.          

10.5   On termination of the Contract you shall: immediately deliver to us all YST Property, and research data (including contact data, raw data), evidence and reports relating to the Services, which are in your or any Personnel’s possession or control; irretrievably destroy any Personal Data relating to the Services which is in your or any Personnel’s possession or control (for the avoidance of doubt, the contact details of business contacts made during the Contract are regarded as Personal Data, and as such, must be deleted from personal social or professional networking accounts); immediately amend your status (and procure that your Personnel shall do the same) on any social media or business networking accounts you or they may hold (including but not limited to any LinkedIn account) so that you are no longer noted as a contractor of YST and remove any links to any YST website(s); and if requested, provide a signed statement that you have complied fully with your obligations under this clause 10.5.

  1. Force Majeure

11.1   Force Majeure Event means any circumstance not within a Party’s reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the Party seeking to rely on this clause, or companies in the same group as that Party); and interruption or failure of utility service.

11.2   Provided it has complied with the notification and mitigation provisions laid out below in this clause, if a Party is prevented, hindered or delayed in or from performing any of its obligations under this Contract by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

11.3   The corresponding obligations of the other Party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

11.4   The Affected Party shall: as soon as reasonably practicable after the date that the Affected Party becomes aware that its ability to perform any of its obligations under the Contract will be prevented, hindered or delayed by a Force Majeure Event notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and  use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

            For the avoidance of doubt, a Party will not be deemed to have failed to comply with its notification requirement under this clause because a relevant Force Majeure Event came into existence before the Contract was entered into to the extent that it has made reasonable efforts to disclose to the other Party the likely effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract prior to entering into the Contract.

11.5   If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 14 days, the Party not affected by the Force Majeure Event may terminate this Contract with immediate effect by giving written notice to the Affected Party.

  1. Enforcement

12.1   No waiver by us of any breach of contract by you will be considered as a waiver of any subsequent breach of the same or any other provision, or as a release of the provision which you breached. No delay by us in enforcement, and no toleration shown by us, is to imply any waiver or compromise of our rights.

12.2   If any provision of these Terms is held by competent authority to be invalid or unenforceable in whole or in part the validity of the other Terms and of the remainder of the provision in question will not be affected. Every provision is severable from every other.

  1. General

13.1   Any notice given under this Contract shall be in writing and signed by or on behalf of the Party giving it and shall be served by tracked email to the email address notified by the relevant Party to the other Party.

13.2   A person who is not a Party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.

13.3   This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

13.4   The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

Version 1: September 2024