In these terms and conditions, the following terms have the following meanings:
“Charges” means the charges payable by you to us for the Services to be provided under the Contract;
“Conditions” means these terms and conditions including any amendments to them from time to time that form part of a Contract with you;
“Confidential Information” means all confidential information relating to the Contract in any form (including, without limitation, in written, oral, visual and electronic form) which has been or may hereafter be disclosed to the other party or its directors, employees, agents or advisers in connection with the Contract;
“Contract” means the agreement between us and you incorporating these Conditions for the supply of Services in accordance with these Conditions;
“Data Protection Legislation” means all applicable data protection legislation including (i) the Data Protection Act 1998, until the effective date of its repeal and all orders made, and codes of practice issued, under it, including the Privacy and Electronic Communications (EC Directive) Regulations 2003, (ii) unless and until the GDPR is no longer directly applicable in the United Kingdom, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the United Kingdom and then (iii) any successor legislation to the GDPR or the Data Protection Act 1998 and (iv) where applicable the guidance and codes of practice issued by the United Kingdom’s Information Commissioner. “data subject”, “personal data”, “processing” and “processor” shall each have the meanings given in the applicable Data Protection Legislation;
“GDPR” General Data Protection Regulation ((EU) 2016/679);
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered 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 which subsist or will subsist now or in the future in any part of the world;
“Letter of Authority” means a letter of authority, substantially in the form of the template provided by us, in which the executor, administrator or legally entitled next of kin (as applicable) of the deceased person’s estate authorises the Probate Professional to request the Service on their behalf.
“Personal Representative” means a person who is (i) the appointed executor of a deceased person’s will, or (ii) where there is no will is the administrator of a deceased person’s estate, (or the Scottish equivalent of (i) or (ii)) and who has obtained a grant of representation for such deceased person’s estate.
“Probate Professional” means: a member of the Society of Trust and Estate Practitioners (STEP); a qualified solicitor holding a valid practicing certificate issued by the Law Society of England and Wales or the Scottish Law Society; a member of the Chartered Institute of Legal Executives (CILEx); a member of Solicitors for the Elderly, a member of the Institute of Chartered Accountants in England and Wales (ICAEW) or the Institute of Chartered Accountants of Scotland (ICAS); an Independent Financial Advisor (IFA) registered with the Financial Conduct Authority (FCA); or a Panel Deputy (https://www.gov.uk/guidance/panel-deputies-list-of-court-approved-professionals);
“Services” means the services that we are to supply under a Contract, being the submission of certain searches to institutions on your (as a Probate Professional or Personal Representative) behalf to seek to identify lost, dormant or unknown financial assets and/or debts as part of the estate administration process of a deceased’s estate, in the manner set out in clause 4 of these Conditions;
“we”, “us”, “our” refer to Landmark FAS Limited, a company incorporated in England and Wales with Registered Number 5861567 whose registered office is at 5-7 Abbey Court, Eagle Way, Sowton, Exeter, Devon EX2 7HY and it is this company that is the contracting party with you; and
“you”, “your” refers to a party with whom we have contracted on the basis of these Conditions.
1. Basis of Contract
1.1 These Conditions govern the relationship between you and us. Where these Conditions are not expressly accepted by you, they will be deemed to have been accepted by you, and you agree to be bound by these Conditions, when you place any order for Services or pay for any Services provided to you by us. You may amend details within an order for Services as soon as possible after instructing us (but not more than 3 days after the date you first instructed us).
1.3 You acknowledge that you have not entered into this Contract in reliance upon any warranty or representation made by us or any other person and you waive any rights to damages or to rescind a Contract that you may have for misrepresentation (other than a fraudulent misrepresentation).
1.4 We may from time to time alter the Conditions and the pricing structure that are the bases on which we enter into Contracts. Any change to our Conditions and pricing structure will be publicised on our website. Any Contract that is entered into incorporates the Conditions and pricing structure current at the time that Contract is entered by you and by us. A separate Contract is deemed to be entered into by you and by us on each separate occasion when you place an order for Services. A copy of our current Conditions is available on request being made by you.
1.5 You warrant to us that you are not contracting as a “consumer” (as defined under the Consumer Rights Act 2015). We will not enter into a Contract to provide Services to a consumer.
1.6 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable (including without limitation any provision in which we exclude our liability to you), it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
1.7 We shall be entitled at any time to assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under the Contract. We may also sub-contract the performance of the Contract in whole or in part. The Contract is personal to you. You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract without our prior written consent.
1.8 We may authorise or allow our contractors and other third parties to provide to us and/or to you services necessary or related to the Services and to perform our obligations and exercise our rights under these Conditions, which may include collecting payment on our behalf or under reseller arrangements.
1.9 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. Registration Process for Probate Professionals (not applicable to Personal Representatives)
2.1 If you are a Probate Professional, before we can accept any orders from you or provide any Services to you, you must complete our registration process which is subject to our approval and acceptance (at our complete discretion). If we do not accept your registration, we will inform you of this, but unfortunately it means we cannot provide any Services to you. Please note that we can only accept instructions from a verified Probate Professional.
2.3 You are responsible for ensuring all details you give in the registration process are correct and up-to-date.
3.1 The charges payable by you to us for Services are those set out in the current relevant price lists supplied by us to you or as quoted in writing by us to you or as published by us. All charges are stated exclusive of Value Added Tax (“VAT)” and VAT (at the then prevailing rate) will be paid in addition thereon. If you are obtaining our Services through one of our authorised resellers, then their prices will apply.
3.2 We are entitled to invoice you for our charges for the Services at any time after a Contract has been entered into between you and us and you will pay our invoice in full within thirty (30) days of the date on our invoice. If you are obtaining our Services through one of our authorised resellers, then their payment terms will take precedence.
3.3 If you fail to pay by the due date any amount payable by you under the Contract, we (or our authorised reseller) shall be entitled, but not obliged, to charge you interest on the overdue amount, payable by you immediately on demand, accruing from the due date up to the date of actual payment, after as well as before judgment, at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 from time to time and fixed sum compensation under the Late Payment of Commercial Debts Regulations 2002. Such interest shall accrue on a daily basis.
3.4 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
4. Supply of Services
4.1 Without prejudice to any other means of communication, we will be entitled to communicate with you, and will normally do so, by e-mail to any e-mail address that you have supplied to us. Invoices may be issued by e-mail.
4.2 Any dates quoted by us to you for the provision of the Services are approximate estimates and do not have any contractual effect and shall not be treated as being of the essence of the Contract.
4.3 By entering into a Contract with us you are appointing us to act on your (as a Probate Professional or Personal Representative) behalf and be your agent for the purposes of seeking information from third parties on your behalf within the scope of our Services and we may represent ourselves as such but only for that purpose. You authorise us to supply your details to third parties, as requested/required, but only for the purposes of the performance by us of the Services and for no other purpose whatsoever. Our Services will in no circumstance involve us having any authority on your part to enter into any contract with any third party that is binding upon you and our agency is limited to seeking information on your behalf from third parties.
4.4 We make no representation express or implied nor provide any undertaking that our Services will give rise to positive results, nor as to the accuracy or completeness of any responses received by us from third parties, nor that responses will be received. In our enquiries we will only use the name of the deceased individual you provide us with details of and not any derivative of it (for example, if the name you provide us with is John Smith, we will only use that name and not J Smith). The Services are intended to form one part of your due diligence process in connection with the location of assets and/or debts. Our Services are limited to making the appropriate enquiries (with the institutions, brands and products that we detail – we will only make enquiry of the principal institution, the named brands and named products and that institution may not provide us with the results of other group companies within its group, other brands and/or other products) on one occasion only, collating responses received and issuing one single report to you after 28 days from the date when our first enquiry is issued to a third party. If we receive additional responses after 28 days but before 90 days from the date when our first enquiry is issued to a third party we will issue another report free of charge to you incorporating those responses. Any responses received beyond such 90 days will be advised to you but not in the format of a report.
4.5 We are entitled to withhold any deliverables connected with the Services until:
4.5.1 we have accepted your registration in accordance with clause 2.1 (if you are a Probate Professional);
4.5.2 you have provided us with any necessary information to be able to provide the Services; and
4.5.3 all sums due to us by you under the Contract have been received by us in cleared funds.
4.6 The deliverables associated with the Services will, unless the parties agree otherwise, be provided in PDF format.
4.7 We reserve the right to amend the specification of our Services:
4.7.1 if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and we shall notify you in any such event; or
4.7.2 for any other reason, and if you do not agree to such amended specification, you may terminate the Contract and receive a refund for any order paid for but not received (if such order would be affected by the amended specification).
5. Your Obligations
5.1 You undertake and warrant to us that you:
5.1.1 are a Probate Professional (and not the legal secretary or other assistant to a Probate Professional) or a Personal Representative;
5.1.2 are in receipt of an original or certified copy of the death certificate or an interim coroners certificate for the deceased individual to whom the Services relate (and you confirm that the relevant individual has died) and any other necessary and/or appropriate documentation relating to the supply of the Services and will provide copies of the same to us immediately on request;
5.1.3 have, in the context of the requested Services, been properly appointed by the deceased individual or their estate to act on behalf of the estate and to obtain, use and disclose the information provided by us in accordance with all applicable laws; if you are a Probate Professional you will on our request promptly provide us with a copy of your letter of engagement (or the like) by the (i) appointed executor or (ii) administrator (if there is no valid will) of the deceased individual’s estate (or the Scottish equivalent of (i) or (ii)), or (iii) the legally entitled next of kin;
5.1.4 will ,whether you are a Probate Professional or a Personal Representative, on our request promptly provide us with copies of either the grant of representation (being either the grant or probate or the letters of administration) or the Letter of Authority;
5.1.5 will only instruct us to search for information which you are specifically authorised to access and only use such information in accordance with such authorisation;
5.1.6 will ensure that the terms of the order and any information it provides are complete and accurate;
5.1.7 will co-operate with us in all matters relating to the Services;
5.1.8 will obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
5.1.9 shall otherwise comply with the provisions of all applicable laws, including, without limitation, in relation to the disclosure or processing of any information obtained through us.
5.2 You shall promptly on our request provide us with such information, materials (and ensure that such information is complete and accurate in all material respects) and take such steps as we may reasonably require to support or assist with obtaining information from third parties in connection with the provision by us of the Services (including without limitation entering in to a separate request or process with financial institutions and/or providing proof of instructions to Probate Professionals from Personal Representatives of the deceased directly.
6.1 Nothing in the Conditions excludes or limits either party’s liability for:
6.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
6.1.2 fraud or fraudulent misrepresentation; or
6.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law; and
6.1.4 the remainder of this clause 6 is subject to this provision.
6.2 Subject to clause 6.3, we shall use reasonable skill and care in providing the Services to you.
6.3 You acknowledge and agree that:
6.3.1 the Services are provided on the express basis that the information provided within the Services is derived from third party sources and is supplied on an “as is” basis; and
6.3.2 the third party sources will not generally accept any liability for reporting (or failing to report) on a deceased person’s assets and/or debts, and
for this reason we do not warrant the accuracy or completeness of any such information provided by us nor do we accept any liability or responsibility to you or the deceased’s estate in respect of any inaccurate or incomplete information from such third party sources. The Services rely on the sources as described by us and we do not claim that these represent an exhaustive or comprehensive list of all sources that might be consulted.
6.4 We will use reasonable endeavours to ensure that none of the materials that we may provide you with contain or promulgate any viruses or other malicious code. It is however recommended that you should virus check all materials received by you from us by e-mail and regularly check your computer for the presence of viruses and other malicious codes. Subject to clause 6.1, we exclude to the fullest extent permitted by applicable law all liability in connection with any damage or loss caused by computer viruses or other malicious code originating or contracted from us.
6.5 If you become aware of any defect in the information provided within the Services you shall notify us within seven days of the delivery date. If we are satisfied that there is a defect in the information provided within the Services we shall update our records and notify the originators of that information accordingly. Subject to clause 6.1 this will be your sole remedy and our sole liability for such defects.
6.6 As most of the information provided within the Services is provided to us by others, we cannot control its accuracy or completeness (including where the third party has incorrectly inputted in to their search function the inaccurate or incomplete name of the deceased) nor is it within the scope of our Services to check the information on the ground, accordingly we shall only be liable for loss or damage caused by our breach of clause 6.2 or by our negligence or willful default and, subject to clause 6.1, we shall not in any other circumstances be liable for any inaccuracies, omissions or faults nor shall we have any liability if the relevant information is used otherwise that strictly in accordance with these Conditions.
6.7 Save as set out in clause 6.1, we shall not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for:
6.7.1 any indirect or consequential losses;
6.7.2 loss of sales, business revenue, profits or interest;
6.7.3 loss of agreements or contracts;
6.7.4 loss of anticipated savings;
6.7.5 loss of use or corruption of software, data or information;
6.7.6 loss of or damage to goodwill or reputation; or
6.7.7 losses from any tax liabilities or any other money due to HM Revenue & Customs.
6.8 Save as set out in clause 6.1, our total liability in contract or tort (including negligence) or for breach of statutory duty, in relation to each individual Contract, shall not exceed an aggregate amount of the lesser of (i) the total Charges (net of VAT) paid by you and received by us under the Contract; and (ii) £5,000.
6.9 Save in respect of defects in information in respect of which the time limited in clause 6.4 shall apply, we shall not be liable for any other claim relating to the Services unless we are notified in writing within 12 months of the date of the issues becoming apparent.
6.10 You shall have no direct claim or other right of recourse against any third party supplier of information to us.
6.11 Unless expressly stated in these Conditions, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from the Contract.
7. Data protection
7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
7.2 Clauses 7.3 – 7.7 shall apply if we process any personal data on your behalf when performing our obligations under the Contract.
7.3 Each party acknowledges that we may process certain personal data (including your name and contact details and those of the Personal Representative if you are a Probate Professional) for the purpose of providing the Services. The processing shall continue, subject to clause 7.4.4, for the duration of the Contract.
7.4 In relation to any personal data we process, we shall:
7.4.1 process the personal data only to the extent necessary for the purposes of performing our obligations under the Contract and otherwise in accordance your documented and lawful instructions and applicable laws;
7.4.2 ensure that all persons authorised by us to process the personal data are subject to appropriate duties of confidentiality;
7.4.3 have at all times during the term of the Contract appropriate technical and organisational measures in place to protect any personal data against unauthorised or unlawful processing and against accidental loss, alteration, destruction or damage;
7.4.4 cease processing the personal data upon the termination or expiry of the Contract or, if sooner, on cessation of the contractual activity to which it relates and, at your election (and cost), delete or return all personal data to you, and delete all existing copies unless applicable law requires their retention;
7.4.5 make available to you all information reasonably necessary to demonstrate compliance with the obligations set out in this clause, and allow for and contribute (at your cost) to audits, including inspections, conducted by you or your representative (provided such audits and inspections are limited to one (1) instance per year over a maximum of one (1) business day (a business day being any day other than a Saturday, Sunday or public holiday in England) and provided advance notice of at least fourteen (14) days has been given);
7.4.6 without undue delay after having become aware, notify you of any unauthorised or unlawful processing of any of the personal data to which this clause applies and of any loss or destruction or other damage and shall take such reasonable steps to mitigate the detrimental effects of any such incident on the data subjects and co-operate with you in dealing with such incident and its consequences;
7.4.7 co-operate as requested by you to enable you to comply with any exercise of rights by a data subject under the Data Protection Legislation in respect of personal data processed by us under the Contract and / or comply with any assessment, enquiry, notice or investigation by the relevant supervisory authority which shall include the prompt provision of all personal data requested by you; and
7.4.8 assist you (at your cost) as required to ensure your compliance with Data Protection Legislation with the obligations in respect of security of personal data, notifications of breaches of Data Protection Legislation to supervisory authorities, communications of breaches of Data Protection Legislation to data subjects, the carrying out of data protection impact assessments and any consultations with supervisory authorities.
7.5 We may engage other sub-processors of the personal data. The sub-processors used by us include Landmark Information Group Limited (and our other subsidiary and group companies). Where we add or replace such sub-processors, we shall provide prior written notice to you and the opportunity to object by written notice to us. If you object to any such sub-processor, the Contract shall terminate and we shall cease providing the Services to you.
7.6 We may appoint sub-processors who process personal data outside the European Economic Area (“EEA”). If we intend to appoint such sub-processors we shall notify you of such sub-processors and the jurisdiction in which the personal data shall be processed and clause 7.5 shall apply in respect of any objection by you.
7.7 We acknowledge that you may be under certain record keeping obligations under the Data Protection Legislation, and agree to provide you with all reasonable assistance and information required by you to satisfy such record keeping obligations.
7.8 You acknowledge and agree that we shall not be in breach of this clause 7, clause 8 or the rest of this Contract if we use aggregated anonymous data created from data produced under this Contract for the purposes of reporting on the performance, levels of usage and revenue of the Services.
7.9 We are registered with the Information Commissioners Office under number Z9569514.
7.10 You acknowledge and agree that where address link data is used as part of, or in connection with, the Services, Experian Limited may use any address link data which is derived in connection with your order to provide address link data services to its clients generally. For the avoidance of doubt this clause does not apply to your personal data.
8.1 In consideration of both parties entering into the Contract each party hereby undertakes to the other (each such undertaking being made separately) as follows:
8.1.1 each party will maintain the Confidential Information in strict confidence and, save as provided herein, will not divulge any of the Confidential Information to any third party; and
8.1.2 neither party will make use of the Confidential Information other than for the purpose of the Contract which, for the avoidance of doubt, shall include an ability to disclose information to third parties as necessary to obtain the Services.
8.2 The provisions of this clause shall not apply to any information which enters the public domain:
8.2.1 other than as a result of the breach by either party of its obligations under clause 8; or
8.2.2 which is already in the public domain at the date of the Contract.
8.3 Each party may disclose the other party’s Confidential Information:
8.3.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract (and in our case, to those of our subsidiary or holding companies who need to know such information). Each party shall ensure that its employees, officers, representatives, subcontractors or advisers (or in our case, our subsidiary or holding companies) to whom it discloses the other party’s confidential information comply with this clause 8.3; and
8.3.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
8.4 We undertake to use the information you provide to us solely for the purpose of fulfilling our obligations under the terms of the Contract and satisfying your orders for our Services. We shall make no other use of the information and shall take all reasonable measures to preserve the security and confidentiality of such information.
9. Force Majeure
Neither party shall be liable for any delay in performing or for failure to perform its obligations hereunder if the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control, including any breach or non-performance of the Contract by the other party (hereinafter “event of force majeure”), provided the same arises without the fault or negligence of such party. If an event of force majeure occurs, the date(s) for the performance of the obligation affected shall be postponed for as long as is made necessary by the event of force majeure, provided that if any event of force majeure continues for a period of or exceeding 28 days, either party shall have the right to terminate the Contract forthwith by written notice to the other party. Each party shall use its reasonable endeavours to minimise the effects of any event of force majeure.
10.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
10.1.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;
10.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
10.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
10.2 Without affecting any other right or remedy available to it, we (or the reseller as applicable) may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment.
10.3 Without affecting any other right or remedy available to us, we may suspend the supply of Services under the Contract or any other contract between the us if you fail to pay any amount due under the Contract on the due date for payment, you become subject to any of the events listed in clause 10.1.1 to clause 10.1.3, or we reasonably believe that you are about to become subject to any of them.
11. Consequences of Termination
11.1 On termination of the Contract you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.
11.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
12.1 Subject to the provisions of clause 4, the relationship of the parties is that of independent contractors dealing at arm’s length and nothing in these Conditions shall be construed so as to constitute either as an employee of the other, and neither party is authorised to represent the other party as such.
12.2 Except as provided under clause 4.1, any notice to be given under these Conditions may be delivered personally or sent by pre-paid post or courier or by email to the other party at the address given at commencement of the Contract or such other addresses as may be notified in writing by either party to the other from time to time. Any notice as sent shall be deemed to have been duly given if sent by personal delivery or courier upon delivery at the address of the relevant party, if sent by pre-paid post two (2) days after the date of posting, and if sent by email at the time of transmission.
12.3 Except as provided under clause 1.4, no variation of or amendment to the Conditions shall bind either party unless made in writing and signed by both parties hereto.
12.4 Failure of either party to enforce or exercise, at any time or for any period, any term the Contract, does not constitute, and shall not be construed as, a waiver of such term and shall not affect the right later to enforce such term or any other term herein contained.
12.5 The Contract shall be governed by and construed in accordance with English law. The parties to the Contract irrevocably agree that the courts of England are to have exclusive jurisdiction (subject to clause 12.6) to settle any questions or disputes which may arise out of or in connection with the Contract.
12.6 If any dispute arises out of the Contract the parties will attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure current at the time of the dispute. To initiate the mediation a party must give notice in writing (“the Mediation Notice”) to the other party requesting a mediation in accordance with this clause. The mediation is to take place not more than 28 days after the date of the Mediation Notice. If there is any issue on the conduct of the mediation upon which the parties cannot agree within 14 days of the Mediation Notice, the parties shall procure that CEDR will, at the request of any party, decide the issue for the parties, having consulted with them first. The cost of such mediation shall be borne by the parties equally. Recourse to this dispute resolution procedure shall be binding on the parties as to the submission to mediation but not as to its outcome and accordingly all negotiations are to be conducted in strict confidence and without prejudice to the rights of the parties in future legal hearings. Except for the right to seek interlocutory relief no party may refer the dispute to the Courts under clause 12.5 until 7 days after the parties have failed to reach a binding settlement by mediation.
12.7 Clause 11.6 shall be without prejudice to the rights of termination stated in clause 10 and in addition shall not prevent either party from:
12.7.1 applying for injunctive relief in the case of: (1) breach or threatened breach of confidentiality; or (2) infringement or threatened infringement of our or our suppliers’ Intellectual Property Rights; or
12.7.2 pursuing a debt claim for the payment of our Charges.
12.8 The parties shall do and execute all such further acts and things as are reasonably required to give full effect to the rights given and the transactions contemplated by the Contract.
12.9 Nothing in these Conditions shall confer any benefit or the right to enforce any term of the Contract on any third party (including under the Contracts (Rights of Third Parties) Act 1999).
12.10 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by you) shall be owned by us or our licensors.
12.11 In these Conditions references to any legislation or regulations include references to any amendments or re-enactments thereof. In these Conditions, headings have been included for convenience only and shall not be used in construing any provision in these Conditions and references to clauses are references to clauses of these Conditions.
12.12 In performing its obligations under the Contract, each party shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force, including but not limited to the Modern Slavery Act 2015.