1.1 In these Standard Terms and a Statement of Work, the following words and expressions set out in this Clause 1 shall have the following meanings:
Affiliate means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time and where control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company (and controls and controlled shall be construed accordingly.
Applicable Law(s) means any laws, by-laws, regulations, codes, guidance, orders or directions issued from time to time by any court, government or other competent regulatory authority applicable to a Party.
Applicable Tax means any taxes, duties or other levies paid or payable to any competent authority, including value added tax, sales tax, excise tax, use tax, goods and services tax, consumption tax, income tax, corporation tax, withholding tax and any others of equivalent effect.
Assigned Rights has the meaning given to it in Clause 7.1.
Business Days means Monday to Friday, excluding public holidays in the Republic of Ireland, or such other definition given in the relevant Statement of Work.
CEDR has the meaning given to it in Clause 20.2(a).
Change Order has the meaning given to it in Clause 4.1.
Charges means the sums payable by Customer to Keywords for the Services under a Statement of Work in accordance with the terms of Clause 5.
Commencement Date means the date identified as such in a Statement of Work.
Completion Date means the date identified as such in a Statement of Work.
Confidential Information means any private, secret and/or confidential information which is disclosed by either Party under or in connection with a Statement of Work (whether orally or in writing and whether or not such information is expressly stated to be confidential or marked as such).
Customer means the party identified as “Customer” in a Statement of Work.
Customer Background Rights means any and all Intellectual Property Rights that:
a) are licensed from a third party to Customer or its Affiliates;
b) were created by, for or on behalf of Customer or its Affiliates before the Commencement Date;
c) are created on or after the Commencement Date and arise in relation to Customer Materials; or
d) as may be specified in a Statement of Work.
Customer Project Manager has the meaning given to it in Clause 3.1.
Customer Materials means any works and materials provided by Customer to Keywords under a Statement of Work, including any accompanying documentation.
Data Protection Laws means the Data Protection Act 2018, GDPR and any relevant law implemented as a result of GDPR, and any other laws in connection with the processing of personal information with which a Party is obliged to comply.
Data Processing Addendum means the Appendix to these Standard Terms.
Deliverables means any work specified in a Statement of Work that is provided by Keywords to Customer as part of the Services.
Deliverables Warranty Period has the meaning given to it in Clause 9.3.
Dispute has the meaning given to it in Clause 20.1.
Dispute Notice has the meaning given to it in Clause 20.1(a).
Extended Term has the meaning given to it in Clause 14.2(a).
Fixed Term SOW has the meaning given to it in Clause 14.1(a).
Force Majeure means any circumstance beyond a Party’s reasonable control, including acts of God, flood, drought, earthquake or other natural disaster, 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, any law or any action taken by a government or public authority including imposing an export or import restriction and including any restrictions imposed or action taken by a government in relation to the COVID-19 Pandemic, quota or prohibition, collapse of buildings, fire, explosion or accident, interruption or failure of utility service and any pandemic or epidemic (which, for the avoidance of doubt, shall include any further outbreak, wave, spike or peak of the coronavirus 2 (SARS-CoV-2) pandemic, notwithstanding the Parties’ awareness of such pandemic at the time of entering into a Statement of Work).
GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data. Indemnified Party has the meaning given to it in Clause 10.1.
Indemnifying Party has the meaning given to it in Clause 10.1.
Indemnity Claim has the meaning given to it in Clause 10.1.
Initial Term has the meaning given to it in Clause 14.1(a).
Insolvency Event means:
a) a party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
b) a party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
c) a party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of a party (being a company, limited liability partnership or partnership);
e) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over a party (being a company, partnership or limited liability partnership);
f) the holder of a qualifying floating charge over the assets of a party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
g) a person becomes entitled to appoint a receiver over the assets of a party or a receiver is appointed over the assets of a party;
h) a creditor or encumbrancer of a party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days; and/or
i) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned above.
Intellectual Property Rights means patents (including any supplementary protection certificates or other extensions thereof), utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, rights in business names and domain names, rights in get up and trade dress, goodwill and the right to sue for passing off and unfair competition, rights in designs, rights in computer software, database rights and all other intellectual property rights, in each case whether in whole or in part, whether registered or unregistered, and for the whole legal term of protection of such rights and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights, and all similar or equivalent rights or forms of protection that subsist now or will subsist in the future in any part of the world.
Keywords means Keywords International Limited, a company incorporated under the laws of the Republic of Ireland with company number 286266, or such other Party that may be identified as “Keywords” in a Statement of Work.
Keywords Background Rights means any and all Intellectual Property Rights that:
a) are licensed from a third party to Keywords or its Affiliates;
b) were created by, for or on behalf of Keywords or its Affiliates before the Commencement Date;
c) are created on or after the Commencement Date and do not arise in relation to a Deliverable or are created other than in the course of providing the Services; or
d) arise in any works and materials may be listed in a Statement of Work as Keywords Materials.
Keywords Project Manager has the meaning given to it in Clause 2.1.
Keywords Personnel means any and all employees, directors, officers, contractors and consultants of Keywords and its Affiliates from time to time.
Losses has the meaning given to it in Clause 11.4.
Mediation Notice has the meaning given to it in Clause 20.2(b).
Ongoing Term has the meaning given to it in Clause 14.1(b).
Ongoing Term SOW has the meaning given to it inClause 14.1(b).
Party means a party to a Statement of Work, being Keywords or Customer, and “Parties” shall mean Keywords and Customer together.
Services means any services that are provided by Keywords to Customer under a Statement of Work.
Standard Terms means these Standard Terms and Conditions that govern each and every Statement of Work.
Statement of Work means an agreement for the provision of Services by Keywords to the Customer from time to time, whether or not entered into under a Master Services Agreement, including (for the avoidance of doubt) any “Quotes” or “Work Orders”.
a) in the case of a Fixed Term SOW, an Initial Term and any and all Extended Terms; and
b) in the case of an Ongoing Term SOW, the Ongoing Term.
Transfer Regulations means any national legislation implementing the provisions of the Transfers of Undertakings Directive 2001/23/EC of 12 March 2001 (including any legislation amending, modifying, extending, varying, superseding, replacing, substituting or consolidating it from time to time), including for the avoidance of doubt as amended or replaced or any other equivalent legislation in any other jurisdiction.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.3 Use of the singular includes the plural and vice versa. A reference to one gender shall include a reference to the other genders.
1.4 A reference to a Clause is a reference to a clause of these Standard Terms. A reference to the Appendix is a reference to the appendix to these Standard Terms.
1.5 Headings to Clauses are for the purpose of information and identification only and do not affect the interpretation of these Standard Terms.
1.6 A reference to “writing” or “written” includes email, but not fax.
1.7 Any phrase introduced by the words “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those words.