Technology Adoption Service Terms and Conditions

PARTIES

These Technology Adoption Service Terms and Conditions (Conditions) are entered into between:

(1) Greater London Authority, with its principal offices at City Hall, The Queen’s Walk, London SE1 2AA (GLA); and

(2) The person or organisation named on anApplication Form (“Vendor”)

each a “Party” and together the “Parties.

OPERATIVE PROVISIONS

Definitions

1.1.

In these Conditions the following words and expressions have the following meanings:

Application Formmeans a document, webpage or electronic communication which Vendor complete and submit to GLA, under which Vendor offers to place a Listing on the TAS;

Agreement means the agreement between the Parties as set out in the Confirmation of Order and inclusive of these Conditions.

Astroturfing means the deceptive practice of presenting a coordinated advertising effort or marketing campaign in the guise of unsolicited comments from members of the public;

Business Day means a day other than a Saturday or Sunday on which banks are open for trading in England;

CAP Code means the UK Code of Non-Broadcast Advertising, Sales Promotion and Direct Marketing;

Claims means any claim including demands, threatened or filed proceedings, fines, awards, penalties howsoever arising including any liability, damages, or cause of action;

Clicks means the action of following a hyperlink on aListing to another website or another page or frame;

Click Fraud means the deceptive practice of generating Clicks as part of a coordinated advertising effort or marketing campaign, by imitating a legitimate user of a web browser and imitating genuine Clicks from those legitimate users;

Confirmation of Order means a document, webpage or electronic communication which GLA send to Vendor, under which GLA expressly accept the offer set out in the Application Form;

Content means any content, design elements or advertising material that forms an Listing and includes text, layout, shading, colouration, images, audio, animation, video and links;

Created Content means any Content created or provided by GLA as part of the provision of Services;

Effective Date means the date of the Confirmation of Order.

Financial Event means when a Party:
(i) suspends, or threatens to suspend, payment of its debts (whether principal or interest) or is deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;

(ii) calls a meeting, gives a notice, passes a resolution or files a petition, or an order is made, in connection with the winding up of that Party (save for the sole purpose of a solvent voluntary reconstruction or amalgamation);

(iii) has an application to appoint an administrator made or a notice of intention to appoint an administrator filed or an administrator is appointed in respect of it or all or any part of its assets;

(iv) has a receiver or administrative receiver appointed over all or any part of its assets or a person becomes entitled to appoint a receiver or administrative receiver over such assets;

(v) takes any steps in connection with proposing a company voluntary arrangement or a company voluntary arrangement is passed in relation to it, or it commences negotiations with all or any of its creditors with a view to rescheduling any of its debts; or

(vi) has any steps taken by a secured lender to obtain possession of the property on which it has security or otherwise to enforce its security; or

(vii) has any distress, execution or sequestration or other such process levied or enforced on any of its assets.

Force Majeure Event means any circumstances or causes beyond a Party’s reasonable control, including by way of example insurrection or civil disorder, acts of governmental or military authorities, strikes, civil unrests, terrorism, war, fire, flood, prolonged general power outages, changes of the regulatory environment, or acts or omissions of any third party for whom the affected Party is not responsible;

FSMA means Financial Services and Markets Act 2000;

Good Industry Practice means the standards, practices and methods, and exercising the skill, diligence, and judgment which would be expected from a reasonably skilled, qualified and experienced person providing services which are substantially similar to the TAS (or the relevant part of them) and in similar circumstances;

Impressions means the number of times Vendor’sListing is presented to Vendor’s target audience;

IPR means all rights to, and any interests in, any patents, designs, trade marks, copyright, know-how, trade secrets and any other proprietary rights or forms of intellectual property (protectable by registration or not) whether registered or unregistered and all applications (or rights to apply) for, and for renewals and extensions of, such rights as may now or in the future exist anywhere in the world in respect of any technology, concept, idea, data, program or other software (including source and object codes), specification, plan, drawing, schedule, minutes, correspondence, scheme, formula, programme, design, system, process logo, mark, style, or other matter or thing, existing or conceived, used, developed or produced by any person;

Listing means a webpage on the TASwhich includes a description of the services/products that the vendor is offering and contains a link to the websiteand may contain a 150x150px logo, address and contact details, pricing details, supporting documentation such as sales brochures, video explainers or screen grabs, allocated fields used by TAS to aid users find and search for solutions such as deployments or per category features.

Review Period means the period theVendor shall have to give GLA any feedback on a development version of aListing which, unless specified otherwise, is five (5) Business Days;

TAS means the internet website located at https://tas.businesshub.london/, which is owned and operated by GLA; and

User means a person who uses the TAS.

1.2.

In these Conditions save where the context requires otherwise, the following words, terms and expressions have the meanings given to them below:
a.  any reference to the “GLA”, includes reference to any statutory successors;
b.  words importing any gender include any other gender;
c.  words in the singular include the plural and words in the plural include the singular;
d.  the term “person” includes any individual, partnership, firm, trust, body corporate, government, governmental body, authority, agency or unincorporated body of persons or association;
e.  the words “include”, “including” and “in particular” will be construed so as not to limit the generality of any words or expressions in connection with which they are used;
f.  headings and the contents table are inserted for convenience only and will have no legal effect;
g.  where consent or approval of any Party is required for any purpose under or in connection with these Conditions it will be given in writing and within a reasonable time following receipt of a written request for such consent or approval;
h.  any decision, act or thing which either Party is required or authorised to take or do under the Agreement may be taken or done by any person authorised either generally or specifically by that Party to take or do that decision, act or thing, provided that both Parties will provide each other with the name of any person so authorised on receipt of a written request;
i.  any reference to these Conditions or to any other document shall include (except where expressly stated otherwise) any variation, amendment or supplement to such document to the extent that such variation, amendment or supplement is not prohibited under the terms of these Conditions;
j.  a deliberate act or omission of any person shall exclude acts or omissions which were within the contemplation of the Parties or which were otherwise provided for in these Conditions;
k.  in any case where the consent or approval of GLA (or any officer of the GLA) is required or a notice is to be given to the GLA, such consent or approval or notice shall only be validly given if it is in writing;
l.  an obligation to do anything includes an obligation to procure its being done;
m.  any restriction includes an obligation not to permit infringement of the restriction; and
n.  unless a contrary intention is shown, any reference to the GLA acting reasonably shall be interpreted as requiring the GLA to act in a commercially reasonable manner; and
o.  reference to any statute or legislation shall include any statutory extension or modification, amendment or re-enactment of such statutes and include all instruments, orders, bye-laws and regulations for the time being made, issued or given thereunder or deriving validity therefrom, and all other legislation of the European Union that is directly applicable to the United Kingdom.

Agreement

2.1.

These Conditions at the date of the Confirmation of Order are incorporated into the Agreement which comprises a legally binding contract between Vendor and GLA.

2.2.

The Vendor’s submission of an Application Form to GLA shall comprise an offer, and GLA’s delivery of a Confirmation of Order to Vendor shall comprise acceptance. The Agreement shall become binding upon GLA’s issuing a Confirmation of Order to Vendor, unless Vendor notify GLA of any material difference between the Services intended on the Application Form and the Services on the Confirmation of Order within five Business Days after which Vendor shall be deemed to warrant the Confirmation of Order correctly identifies and particularises the Services and sets out the terms and conditions of the contract between the Parties.

2.3.

In the event of any conflict between these Conditions, any applicable Service Rules, the Confirmation of Order, or the Application Form, the order of precedence shall be: (i) the Confirmation of Order, (ii) the Conditions, (iii) the Application Form.

GLA Responsibilities

3.1.

GLA shall endeavour to make the TAS available to users at all times.

3.2.

GLA shall provide the Listing in accordance with the Confirmation of Order, in accordance with Good Industry Practice and these Conditions.

Vendor’s Responsibilities

4.1.

Vendor shall provide GLA with any Content reasonably required from Vendor to provide the Listing and in a suitable format as specified by GLA. GLA shall have the right to change Content provided by Vendor as GLA deem necessary or convenient to provide or optimise the Listing.

4.2.

Vendor shall take such reasonable steps as are required to receive or maintain the Listing where the nature of the Listing requires Vendor’s periodic attention, including maintaining Vendor’s own computer systems.

4.3.

To the extent that the Listing usescontent from another website, Vendor warrant that Vendor have all necessary IPR to use such content. All terms and conditions applicable to such a website which may otherwise prevent such use of the website or its Content shall be excluded as between the Parties.

4.4.

Vendor shall be responsible for taking and maintaining backups of any Content provided by Vendor and for which Vendor are responsible for use beyond the scope of the TAS. GLA are not responsible for storing any Content associated with the TAS following termination or expiry of the Agreement for any reason.

4.5.

Vendor warrants that the information provided by Vendor on any Application Form is true, correct and not misleading and will remain so for the duration of any Agreement between GLA; and

4.6.

Vendor shall notify GLA immediately if at any time after the date on which Vendor completed the Application Form if any of the information provided by Vendor on such Application form ceases to be true, correct and not misleading.

4.7.

GLA may investigate Vendor’s online activities, account and any Agreement for Click Fraud or other similar activities. Vendor undertake to provide GLA with reasonable assistance at Vendor’s own expense in all such matters.

Content Issues

5.1.

GLA shall have the right to decline, suspend or cease to publish any Listing or part of any Listing, or suspend any Service, immediately and without prior notice, where:
a.  aListing provides an address (including a branch address) that is not a genuine trading address or otherwise includes inaccurate business and contact particulars;
b.  aListing is in breach of relevant advertising, trading or financial or consumer protection laws, regulations or standards or any other applicable laws;
c.  aListing includes the personal data of any data subject without a clear lawful basis for processing under the Data Protection Legislation or where the data subject makes a complaint about their privacy rights being infringed contrary to the Data Protection Legislation;
d.  GLA consider the Content is or may be contrary to or infringes GLA policy, the terms of any law, or the rights of any person;
e.  GLA consider the Content may subject GLA to a Claim, prosecution, criticism or embarrassment;
f.  GLA consider any Content (including a hyperlinked external website) or Vendor’s use of the Services is or may be unlawful, misleading, offensive, prejudicial, inflammatory;
g.  Vendor have failed to provide any information or document requested by GLA;
h.  GLA have reasonable grounds to believe that the owner or controller of IPR in Content used within the Listing has not granted, has withheld or withdrawn permission for such use.

Review Process and Amendments to Listings

6.1.

Once a first version of Vendor’sListing is ready GLA will notify Vendor and the Listing will be made available for Vendor to review for the Review Period during which Vendor may request any amendments. Once any amendments are ready Vendor will be notified and the amended Listing will be made available for Vendor to review for a further Review Period.GLA shall have the right to finalise and publish the Listing in GLA’s sole discretion. If at the end of any Review Period Vendor have not provided any feedback, requested any amendments or indicated Vendor’s approval, the then-current version of the Listing shall be deemed to be approved and shall be published.

6.2.

GLA shall not be liable for failure to action a request for amendment of aListing where such request is, in GLA’s reasonable opinion, garbled, indecipherable, unclear or has not been received by GLA in writing.

TAS

7.1.

TAS shall be provided on an “as is” and “as available” basis. GLA shall have the right to change, suspend or terminate anyListing placed on the TAS, without liability, at any time, for any or no reason, immediately without notice. These Conditions and the applicable Service Rules shall apply to any Service when provided as a Free Service.

7.2.

Use of the TAS shall be at Vendor’s own risk. GLA make no warranty that the TAS or any Listing will be free from faults or defects, of any particular specification or quality, or fit for any particular purpose. GLA shall not be liable for Vendor’s reliance on any TAS or Listing, including any loss of, or corruption to, data caused by Vendor’s use of the TAS or Listing. GLA exclude GLA’s liability for the provision of TAS to the fullest extent permitted by law.

User Generated Content

8.1.

GLA shall have the right to encourage and permit users to publish User Generated Content on TAS including in relation to Vendor and your business. Vendor acknowledge that for these purposes GLA act as a passive conduit for User Generated Content and it is not practicable for GLA to, and GLA will not monitor, review or moderate any User Generated Content published to TAS. Instead GLA operate a “notice and take down” procedure (“NTD Procedure”) which Vendor agree to use as the sole remedy for User Generated Content to which Vendor have any Claim or objection.

8.2.

The NTD Procedure shall comprise the following:
a. Vendor must notify GLA immediately upon becoming aware of any User Generated Content to which Vendor have any Claim or objection (“Complaint”);
b. GLA shall review the User Generated Content and may take such action as GLA deem appropriate including removal of the User Generated Content, initiation of the process set out pursuant to section 5 of the Defamation Act 2013, or rejection of the Complaint.

8.3.

Unless otherwise specified in the Complaint Vendor acknowledge that GLA have the right to disclose your identity and contact details to the person responsible for an item of User Generated Content.

8.4.

GLA reserve the right to refuse to disclose, unless compelled to do so by law, the identity or contact details of any person who is responsible for User Generated Content.

8.5.

GLA will not be responsible or liable to your or any third party for the content or accuracy of any User Generated Content posted on TAS. Vendor shall indemnify GLA for any Costs incurred by GLA if Vendor do not attempt to resolve a complaint regarding User Generated Content by the NTD Procedure.

Listing

9.1.

Images on Listing must only show Vendor’s business’s premises, products, services, or trade association logos where the business is a member of that association and in compliance with the association’s rules.

9.2.

Links to external websites included on the Listing must be live or have a high quality and informative holding page and must allow Users to return to TAS by clicking on the “Back” button on their browser.

9.3.

The logo for Vendor’s business must be the correct logo for Vendor’s business and shall not infringe the IPR of any third party. Vendor shall indemnify GLA for any Costs incurred by GLA in the event that any third party brings a Claim or objection against GLA for infringement of IPR or for other Claims or objections including for misrepresentation or misleading consumers.

9.4.

GLA shall have no liability in respect of any changes or cessation of functionality or compliance with conditions for use as in effect from time to time.

9.5.

GLA may modify the content, size and/or format of Listings to the extent reasonably required to comply with the technical specifications and policies applicable to the TAS.

9.6.

Vendor acknowledge that GLA cannot guarantee any specific positioning for Listings or any leads from or responses to such Listing.

10.

Internet Security

10.1.

Vendor shall not engage in any activity that interferes with or disrupts TAS or the servers and networks that host TAS, nor attempt to circumvent, disable or otherwise interfere with security-related features of TAS or features that prevent or restrict use or copying of any Content or enforce limitations on the use of TAS or the content therein.

10.2.

GLA shall have the right to refer any suspected fraudulent, abusive or illegal activity to appropriate regulatory and/or law enforcement authorities without notice to Vendor.

10.3.

Vendor shall comply with all written security or network access requirements that GLA provide to Vendor.

10.4.

Vendor shall notify GLA immediately if Vendor become aware of any breach of security that could affect GLA or the Services.

10.5.

Vendor warrant that Content uploaded by Vendor or on Vendor’s behalf to TAS or to other computerised systems in connection with the Agreement, shall be free from viruses, fault or other conditions that could damage or interfere with computer systems.

10.6.

Vendor warrant that Vendor shall not:
a.  Tamper with, update, change or gain unauthorised access to any part of any of the TAS, the software or systems that GLA use to run the TAS, and the security measures applied to the TAS;
b.  use any automated means to monitor or copy the TAS;
c.  modify, edit, reverse assemble, reverse engineer, decompile, distribute or display any part of the TAS or make other works based on any part of TAS;
d.  store or transmit viruses, bugs, trojans and other forms of computer programming malware;
e.  interfere with or disrupt the performance of the TAS or any third party data;
f.  disable any licensing or control features of the TAS or in any way interfere with features which place limitations on the use of the TAS;
g.  remove, obscure, or alter any notice of copyright, trade mark or other mark or wording relating to ownership rights, which is contained in any aspect of the TAS;
h.  use the TAS in a way that interferes with their normal operation or that consumes a disproportionate share of their resources;
i.  use the TAS or Listing to collect or use, or to distribute software that collects, personal data including email addresses, screen names, other identifiers or information; or
j.  use the Listing to monitor data or traffic on any network or system.

11.

Suspension of Listing

11.1.

GLA may temporarily suspend any Service at any time without prior notice:
a.  to prevent or respond to hacking attempts, service attacks or other similar activities directed at GLA’s systems, or to deal with any other emergency technical issue; or
b.  GLA shall review the User Generated Content and may take such action as GLA deem appropriate including removal of the User Generated Content, initiation of the process set out pursuant to section 5 of the Defamation Act 2013, or rejection of the Complaint.
c.  if GLA have reason to believe that the Vendor is no longer actively monitoring or supporting the Listing, including where the Vendor fails to respond to email from GLA.

11.2.

The suspension shall cease as soon as reasonably practicable following resolution of the circumstances giving rise to the suspension.

12.

Term and Termination

12.1.

The Agreement shall commence on the date set out in the Confirmation of Order andshall continue unless it is terminated earlier in accordance with these Conditions.

12.2.

Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party:
a.  if the other Party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 15 Business Days after being notified in writing to do so;
b.  if the other Party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; and
c.  if the other Party is subject to a Financial Event.

12.3.

Without affecting any other right or remedy available to it, either Party may terminate this Agreement on giving not less than 5 Days written notice to the other Party.

12.4.

Vendor may notify GLA in writing that Vendor want GLA to permanently remove Vendor’sListing from display on TAS. GLA will endeavour to action this request as soon as is reasonably practical.

12.5.

GLA may, without prior notice, immediately suspend the Listing and terminate the Agreement if the Vendor engages in any Click Fraud or Astroturfing in respect of any Listing.

12.6.

Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

12.7.

Termination or expiry of this Agreement 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 Agreement which existed at or before the date of termination or expiry.

13.

Limitation of Liability

13.1.

Nothing in this Agreement shall limit or exclude a Party’s liability:
a.  for death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors;
b.  for fraud or fraudulent misrepresentation; or
c.  for any other act, omission, or liability which may not be limited or excluded by law.

13.2.

Subject to Clause 12.1, GLA shall not be liable for any consequential, indirect, exemplary, punitive, special, incidental or reliance damages, or for any damages related to lost profits, lost data, lost opportunity or business interruption, howsoever caused and even if a Party knew or should have known of the possibility of, or could reasonably have prevented, such damages.

13.3.

Subject to Clause 12.1,GLA aggregate liability to a Vendorfor any loss or damage shall be limited to£1000.

13.4.

Except as specifically set out in this Agreement all warranties, conditions and other terms implied by statue or common law or other Applicable Law are, to the fullest extent permitted by law, excluded from this Agreement.

13.5.

If GLA are responsible for an error or omission in aListingGLA shall correct the error or omission as soon as reasonably practicable upon receipt of written notification. GLA shall have no further liability in respect of an error or omission in aListing for which GLA are responsible, and Vendor release and hold GLA harmless from any Claim thereby arising.

13.6.

If Vendor are responsible for an error or omission in a Listing, GLA shall correct the error or omission as soon as reasonably practicable upon receipt of written notification. GLA shall have no liability in respect of an error or omission in aListing for which Vendor are responsible and Vendor release and hold GLA harmless from any Claim thereby arising.

14.

Warranties and Disclaimers

14.1.

Each Party warrants that it has all necessary power and authority to enter into and perform its obligations pursuant to the Agreement.

14.2.

GLA make no representations, warranties or guarantees that aListing shall generate any particular volume of Impressions, Clicks, calls, business opportunities, or any particular profit or revenue.

14.3.

The appearance, including the look, functionality and formatting, of a Listing may:
a. Vary depending upon the browser or device, including mobile platforms, used by the User; and
b. Be changed by GLA without notice.

14.4.

Except as expressly stated in the Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law. Vendor shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) of any person or agent (whether party to the Agreement or not) other than as expressly set out in the Agreement.

14.5.

Vendor acknowledge that computer and telecommunications systems are not uninterrupted or fault free and GLA do not make any representation or warranty in relation to such systems and the availability thereof. Vendor further acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrading may be required and GLA cannot therefore guarantee uninterrupted provision of the TAC or Listing. GLA will take all commercially reasonable steps to minimise any such periods of interruption or non-availability. Vendor shall promptly notify GLA if Vendor notice any problems with the availability or functioning of the Services so that GLA can try to fix these problems.

14.6.

Vendor warrants that all Content that theVendor provide to GLA complies with:
a.  The CAP Code;
b.  All applicable guidance, codes or other regulations made available by any competent authority having jurisdiction over or responsibility for the regulation of advertising in the United Kingdom, including Ofcom, and the Advertising Standards Authority;
c.  The Advertising Policy; and
d.  All applicable laws and regulations, including the Consumer Protection from Unfair Trading Regulations 2008, the Business Protection from Misleading Marketing Regulations 2008, the Trade Description Act 1968, the Consumer Rights Act 2015, the Consumer Credit Act 1974, the Local Government (Miscellaneous Provisions) Act 1976, the Surrogacy Arrangements Act 1985, FSMA, FSMA (Financial Promotion) Order 2005, CONC and the Data Protection Legislation.
and otherwise complies with Clause 5.

14.7.

TheVendor warrants that:
a.  Vendor are acting and shall act in a business capacity on behalf of Vendor’s business and not as an individual or as a consumer;
b.  The Agreement is entered into and shall be operated solely for legitimate business activities;
c.  Vendor own or hold sufficient rights in all relevant IPR to enable GLA to use Content Vendor provide to GLA in connection with the Services;
d.  All electronic files Vendor provide to GLA have been produced using properly licensed software and are free from viruses and any other harmful software;
e.  Where Content comprises in whole or in part material that has previously been published in other media including printed directories, Vendor own or hold sufficient rights in all relevant IPR necessary to reproduce that material in any other media channel requested by Vendor;
f.  Where Vendor have provided GLA with a brief or instruction for the development of Created Content, the Created Content does not and shall not infringe, contravene or otherwise impair the IPRs of any third party;
g.  Where the Service requires GLA to link to Vendor’s website, warrant Vendor’s website will comply with all applicable laws and regulatory instruments as set out in Clause 13.6;
h.  Where any Listing containing time dependent or sensitive indications, offers and promotions shall not be presented in a way so as to, or found by a court or other body of competent jurisdiction to, mislead users of GLA’s Services; and
i.  If an Listing consists of or includes a financial promotion (other than a financial promotion to which an exemption under the FSMA (Financial Promotion) Order 2005 applies), prior to first display of the Listing the Content shall be approved in writing for the purposes of section 21 of the FSMA by a person authorised by the Financial Conduct Authority.

14.8.

In addition to any other remedy available to GLA, the Vendor shall indemnify, defend and hold harmless GLA and its officers and employees in full and on demand , from and against any and all Claims that arise from:
a.  the negligence or wilful misconduct of the Vendor;
b.  any breach by the Vendor of the warranties contained in this Clause 13;
c.  any breach by the Vendor of this Agreement or applicable law;
d.  a third party claim that the IPR or other exclusive right of any third party has been infringed through Content or Listing; or
e.  any claim from a User relating to the Listing and any subsequent dealings with the Vendor.

15.

Intellectual Property Rights

15.1.

Vendor shall not use any Content, process or software available or identifiable on TAS for commercial or derivative purposes unless Vendor have obtained GLA’s express written agreement. Vendor shall not decompile or disassemble, reverse engineer or otherwise attempt to discover or access any source code related to TAS.

15.2.

If Vendor provide any Content to TAS or otherwise to GLA in connection with the Agreement,Vendor grants to GLA for the duration of the Agreement a worldwide, irrevocable, royalty free, transferable, sub-licensable, non-exclusive licence to use such Content for the purposes of displaying the Vendor’s Listing. The rights hereby granted shall also include the right to link Vendor’sListing to, or present it in conjunction with, other material.

15.3.

Vendor warrant that Vendor have all necessary rights to grant the licence referred to in Clause 14.2 and that Vendor’s Content is not defamatory, does not infringe any law or third party rights.

15.4.

The continued use of Vendor’s Content beyond the term of the Agreement shall not constitute an infringement of IPR or a breach of contract where such use arises as a result of GLA’s continued use (including display, syndication or distribution) of materials bearing the Listing.

15.5.

GLA shall have the right to disclose Vendor’s intention to use or use of Content to such persons as GLA reasonably consider to be or have a claim to be the owner of IPRs in Vendor’s Content, and on request Vendor shall promptly provide GLA with proof of Vendor’s IPRs in Content including by way of giving evidence in any Claim brought against GLA by a third party.

15.6.

Nothing in these Conditions provides for any transfer or assignment of ownership of any IPRs.

15.7.

Unless otherwise specified in the Confirmation of Order, all IPR in Created Content shall be exclusively owned by GLA and shall not pass to Vendor, including where the Created Content is derived or developed from Content or instructions supplied by Vendor. Vendor will not have the right to use Created Content in any form or media other than the Listings unless Vendor have obtained GLA’s written permission.

15.8.

GLA shall have the right to collect information about Vendor’s use of the TAS and Vendor’s customer’s interaction with the TAS. Where GLA combine this information (in a way that ensures that Vendor cannot be identified) with similar information collected from other users of GLA’s Services, GLA will be the sole owner of the IPR in this information.

16.

Changes to the Terms and Conditions

16.1.

GLA shall have the right to modify the TAS from time to time without prior notice provided the change is not materially detrimental to the value or function of the TAS. If GLA consider that such modification is reasonably likely to be materially detrimental to the value or function of the TAS, GLA shall notify Vendor of such modification and Vendor shall have the option, if exercised within 14 days of notice or other reasonable period specified within the notice, to terminate the Listingand this Agreement without further liability.

16.2.

GLA may from time to time amend these Conditions without notice to Vendor. The updated version of the Conditions and Service Rules shall be made available at https://tas.businesshub.london/vendor-terms, together with their effective date. Vendor undertake to visit https://tas.businesshub.london/vendor-termsregularly to inform itself as to any changes. If Vendor do not agree with any legal change to these Conditions which has a material prejudice for Vendor or Vendor’s business, Vendor may notify GLA in writing within 30 days of the date of the amended Conditions being posted on https://tas.businesshub.london/vendor-terms to terminate the Agreement.

17.

Freedom of Information and Transparency

17.1.

For the purposes of this Clause 16.1:
a.  “Contract Information” means the Agreement in its entirety;
b.  “FOI Legislation” means the Freedom of Information Act 2000, all regulations made under it and the Environmental Information Regulations 2004 and any amendment or re-enactment of any of them and any guidance or statutory codes of practice issued by the Information Commissioner, the Ministry of Justice or the Department for Environment Food and Rural Affairs (including in each case its successors or assigns) in relation to such legislation;
c.  “Information” means information recorded in any form held by GLA or by the Vendor on behalf of GLA; and
d.  “Information Access Request” means a request for any Information under the FOI Legislation.

17.2.

The Vendor acknowledges that GLA:
a. is subject to the FOI Legislation and agrees to assist and cooperate with GLA to enable GLA to comply with its obligations under the FOI Legislation; and
b. may be obliged under the FOI Legislation to disclose Information without consulting or obtaining consent from the Vendor.

17.3.

Without prejudice to the generality of Clause 16.2, the Vendor shall and shall procure that its sub-contractors (if any) shall:
a. transfer to the Contract Manager (or such other person as may be notified by GLA to the Vendor) each Information Access Request relevant to the Contract, the Services orany member of GLA Group that it or they (as the case may be) receive as soon as practicable and in any event within two (2) Business Days of receiving such Information Access Request; and
b. in relation to Information held by the Vendor on behalf of GLA, provide GLA with details about and copies of all such Information that GLA requests and such details and copies shall be provided within five (5) Business Days of a request from GLA (or such other period as GLA may reasonably specify), and in such forms as GLA may reasonably specify.

17.4.

GLA shall be responsible for determining whether Information is exempt from disclosure under the FOI Legislation and for determining what Information will be disclosed in response to an Information Access Request in accordance with the FOI Legislation.

17.5.

The Vendor shall not itself respond to any person making an Information Access Request, save to acknowledge receipt, unless expressly authorised to do so by GLA.

17.6.

The Vendor acknowledges that GLA is subject to the Transparency Commitment. Accordingly, the Vendor hereby gives its consent for GLA to publish the Contract Information to the general public.

17.7.

GLA may in its absolute discretion redact all or part of the Contract Information prior to its publication. In so doing and in its absolute discretion GLA may take account of the exemptions/exceptions that would be available in relation to information requested under the FOI Legislation.

17.8.

GLA may in its absolute discretion consult with the Vendor regarding any redactions to the Contract Information to be published pursuant to Clause 16.6. GLA shall make the final decision regarding both publication and redaction of the Contract Information.

18.

General

18.1.

Assignment – The Vendor shall not assign or otherwise dispose of all or any of their rights or obligations under the Agreement without GLA’s prior written consent. Any purported assignment in breach of this clause shall be deemed null and void. GLA may assign the Agreement to any third party, in full or part, at their sole discretion, by giving written notice of the assignment to the Vendor.

18.2.

Entire Agreement – This Agreement and the documents referred to in it constitute the entire agreement between the Parties and supersede and replace any previous agreement, understanding, representation or arrangement of any nature between the Parties relating to the subject matter of this Agreement. The Parties acknowledge that this Agreement has not been entered into wholly or partly in reliance on, nor has either Party been given, any warranty, statement, promise or representation by the other or on its behalf other than as expressly set out in this Agreement. Each Party agrees that the only rights and remedies available to it arising out of or in connection with any warranties, statements, promises or representations will be for breach of contract and irrevocably and unconditionally waives any right it may have to any claim, rights or remedies including any right to rescind this Agreement which it might otherwise have had in relation to them.

18.3.

Data Protection – Each Party shall, at its own expense, ensure that it complies with and assists the other Party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including (i) the Data Protection Act 2018 and any successor UK legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK) (“Data Protection Legislation”).
The Vendor shall have in place a privacy policy for its dealings with the User’s and the Vendor will comply with Data Protection Legislation, the most up-to-date Information Commissioner’s Office (ICO) guidance and Good Industry Practice in handling any data collected from a User, and evidence this to the GLA (to the GLA’s reasonable satisfaction) on the GLA’s request.
The Vendor must follow the 10 Steps to Cyber Security issued by the National Cyber Security Centre.

18.4.

Anti-Bribery – Each Party shall, and shall procure that their officers, employees, agents and Vendors shall at all times comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
A Party shall notify the other Party if it becomes aware of any breach of suspected breach of this clause that may have a connection to the Agreement and indemnify, defend and hold harmless the other Party against any costs arising due to the breach.
Each Party shall ensure that any person associated with it who is performing obligations in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on that Party in this Clause 17.3.
The Vendor shall not, and shall ensure that its employees, agents and sub-contractors do not, pay any commission, fees or grant any rebates to any employee, officer or agent of any member of GLA nor favour any employee, officer or agent of any member of GLA with gifts or entertainment of significant cost or value nor enter into any business arrangement with employees, officers or agents of any member of GLA other than as a representative of GLA, without GLA’s prior written approval.

18.5.

Modern Slavery – Neither the Vendor nor any of its officers, employees, agents or subcontractors have:
a.  committed an offence under the Modern Slavery Act 2015; or
b.  been notified that it is subject to an investigation relating to an alleged offence or prosecution under the Modern Slavery Act 2015; or
c.  become aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged offence or prosecution under the Modern Slavery Act 2015.
The Vendor shall implement due diligence procedures for its subcontractors, agents, Vendors, and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains.

18.6.

Audit – The Vendor shall allow the GLA or the GLA’s authorised representatives or agents to have access to the Vendor’s premises at all reasonable times in order to audit and take copies of the Vendor’s books and records related to this agreement.

18.7.

Force Majeure – Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations.

18.8.

Notices – Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations.
a.  GLA – Innovation@london.gov.uk or by post to: City Hall, The Queen’s Walk, London SE1 2A
b.  Vendor – The Vendor’s registered office, or the address or email address notified by the Vendor on their Application Form.
Notices shall be deemed to have been delivered:
c.  Immediately upon receipt if delivered in person or by courier/registered post before 5.00pm on a Business Day, otherwise on the next Business Day;
d.  Immediately upon transmission if sent by email before 5.00pm on a Business Day otherwise on the next Business Day.

18.9.

Successors – This Agreement shall be binding upon the Parties and their respective successors and assigns.

18.10.

Survival – Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect, shall survive the expiry or termination of the Agreement.

18.11.

Severance – If at any time any of the provisions (or part of) of this Agreement become illegal, invalid or unenforceable in any respect under any law or regulation of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement will be in any way affected or impaired as a result.
If any provision (or part of) of this Agreement is or becomes invalid, illegal or unenforceable, 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

18.12.

Third Party Rights – Nothing in this Agreement will confer any rights or obligations on any person who has not executed this Agreement nor will the consent of any person who has not so executed this Agreement be needed to make any modification, amendment, variation or release of its terms. The Parties agree for the purposes of the Contracts (Rights of Third Parties) Act 1999 that they do not intend any person other than a Party to be able to enforce any term of this Agreement.

18.13.

No Partnership – Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party

18.14.

Variation – No variation, modification or waiver of any provision in the Agreement nor consent to any departure by any Party from any such provision, shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

18.15.

Waiver – No failure or delay on the part of a Party in exercising any right or power (or part of any right or power) and no course of dealing between the Parties will operate as a waiver of any right or power of a Party. The rights and remedies of the Parties are cumulative and not exclusive of any rights or remedies which the Party would otherwise have.

18.16.

Law and Jurisdiction – The Agreement, the Conditions and any disputes arising out of or in connection with it or its subject matter shall be construed in accordance with and governed exclusively by the laws of England. The Parties irrevocably agree the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement, the Conditions or its subject matter.