Platform Terms

Last updated on 1st March 2021.

Contents

  1. Definitions and interpretation
  2. Rights of use
  3. Responsibilities
  4. Substitute Developer
  5. Developer’s tax, national insurance and no employment or benefits
  6. Indemnity
  7. Maintenance
  8. Changes to the Platform and terms
  9. Fees, Codemonk’s Fee and the Developer’s Fee
  10. Intellectual property
  11. Confidentiality and security of Customer Data
  12. Monitoring compliance
  13. Relief
  14. Codemonk’s limitation of liability
  15. Suspension
  16. Term and termination
  17. Consequences and obligations of termination
  18. Entire agreement
  19. Notices
  20. Variation
  21. Assignment and subcontracting
  22. Set off
  23. No partnership or agency
  24. Severance
  25. Waiver
  26. Costs and expenses
  27. Third party rights
  28. Authority
  29. Governing law
  30. Jurisdiction
  31. The definitions and interpretation
  1. Definitions and interpretation

    1.1 The definitions and rules of interpretation set out in the schedule shall apply to our Agreement.

    1.2 In our Agreement:

    1.2.1 each Request Form entered into by the Customer shall form a separate agreement, incorporating these Codemonk Terms together with the Policies (our Agreement);

    1.2.2 in the event of any conflict in respect of the provisions of our Agreement and/or the documents referred to therein the following order of priority shall prevail (in descending order of priority):

    a) the Request Form;
    b) the Policies;
    c) the Codemonk Terms; and

    1.2.3 subject to the order of priority between documents in clause 1.2.2, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.

    1.3 Any obligation of Codemonk under our Agreement to comply or ensure compliance by any person or the Platform with any law shall be limited to compliance only with laws within the Territory as generally applicable to businesses and to providers of software as a service solution. Such obligations shall not be construed to create any obligation on Codemonk (or anyone acting on its behalf) or any part of the Platform to comply with any laws or regulations which apply solely to specific commercial or other activities (such as insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or non-commercial sector (or part thereof) (such as the public, legal, accountancy, actuarial, insurance, banking or financial service sectors).
  2. Rights of use

    2.1 Upon Request Acceptance and subject to the terms of our Agreement, Codemonk grants:

    2.1.1 the Customer a non-exclusive, non-transferable, right to use the Platform during the Service Period for the purpose of completing the Project; and

    2.1.2 the Developer a non-exclusive, non-transferable, right to use the Platform to promote and deliver the Services during the Service Period for the purpose of completing the Project.

    2.2 The Customer and Developer acknowledges that access to the Platform provided by the Codemonk may take up to 2 Business Weeks from Request Acceptance to initially set up and that use of the Platform is at all times subject to the Customer’s and Developer’s compliance with our Agreement and the requirements identified in our Agreement (including all minimum system requirements).

    2.3 The Customer acknowledges that the Platform do not include:

    2.3.1 any services, systems or equipment required to access the internet (and that the Customer is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Platform);

    2.3.2 dedicated data back up or disaster recovery facilities (and the Customer should ensure it at all times maintains backups of all Customer Data); or

    2.3.3 legal, accounting or other professional or regulated services and that, except as expressly stated in our Agreement, no assurance is given that the Platform will comply with or satisfy any legal or regulatory obligation of any person.
  3. Responsibilities

    Customer responsibilities

    3.1 The Customer agrees to create an Account in order to use the Services provided by the Developer via the Platform.

    3.2 The Customer shall create and complete a Request Form, when completing the Request Form the Customer must use its best endeavours to provide clear and robust details of its plans, milestones, Customer Guidelines (if any are required) and objectives (in accordance with the Policies) as these criterions shall then form the brief of the project (Project).

    3.3 Once the Request Form is submitted to Codemonk a Project will be created, the Customer will then have automatically invited Developers on Codemonk’s platform to pitch their Services in order to fulfil the Project. If the Customer creates and completes a separate Request Form that will create a new separate Project. If the Customer intends to amend a live Project, the Customer will need to contact Codemonk.

    3.4 The Customer shall, at its own discretion decide which Developer to select for its Project. Codemonk is not liable for the decision of the Customer.

    3.5 The commencement of the Services, and payment for the Services (in accordance with clause 9) shall commence on the date the Customer has selected and accepted the Developer for the relevant Project. The Service Period will continue, subject to the terms of this Agreement, until completion of the Project to the satisfaction of the Customer and Codemonk, when it will automatically terminate.

    3.6 The Customer shall confirm in writing to Codemonk when the Project has been completed, once it has received a notice of completion from the Developer.

    3.7 The Customer shall:

    3.7.1 be liable for its own acts and omissions; and

    3.7.2 not provide access to (or permit access by) anyone other
    than itself.

    3.8 The Customer shall not offer any direct payments to the Developer or use any other payment system to pay the Developer other than the system permitted by Codemonk. All payments due for the Services as set out in the Request Form shall be collected on the Codemonk platform are performed by Codemonk’s payment services providers.

    3.9 The Customer may refuse to pay for Services performed to complete the Project that does not meet the standards described in the Customer’s Guidelines. The decision to do so is solely at the discretion of the Customer.

    3.10 The Customer shall comply with such Regulations and shall maintain such authorisations and all other approvals, permits and authorities from Regulatory Authorities as are required of it from time to time to perform its obligations under or in connection with this Agreement.

    3.11 Clauses 3.7 to 3.9 (inclusive) shall survive termination or expiry of our Agreement.

    Developer’s responsibilities

    3.12 The Developer agrees to create an Account in order to provide Services to Customer via the Platform.

    3.13 The Developer shall create and complete their account profile and use their best endeavours to provide clear and robust details of its abilities and available Services (in accordance with the Policies).

    3.14 The Developer may apply and pitch for as many Projects that have been submitted by Customers, but shall use its best endeavours not to apply for Projects that it cannot deliver on with regard to the Customer’s expected timetable.

    3.15 The Developer’s agrees and acknowledges that if the Developer’s Services are selected (and therefore accepted) by the Customer for the relevant Project the Developer shall be entering into an agreement with the Customer for the commencement of the Services, and payment for the Services (in accordance with clause 9) shall commence on that acceptance date. The Service Period will continue, subject to the terms of this Agreement, until completion of the Project to the satisfaction of the Customer and Codemonk, when it will automatically terminate.

    3.16 The Developer acknowledges it may start providing the Services prior to receiving confirmation that the Fees have been paid by the Customer to Codemonk, in accordance with clause 9.2, but does so at its own risk.

    3.17 During the Service Period, the Developer will provide the Services to the Customer in accordance with the terms of this Agreement.

    3.18 The Developer shall ensure, if required by the Customer, that it adheres to the Customer’s Guidelines when delivering the Services to complete a Project and that such use is at all times in accordance with this Agreement.

    3.19 The Developer agrees to record and submit all the hours spent working to deliver the Services on the Platform and warrants this to a be an accurate record of the time spent. Codemonk is unable to release the Developer’s Fee to the Developer if these records are not kept and are not submitted daily on the Platform.

    3.20 The Developer shall not entice or receive any direct payments from the Customer or use any other payment system to receive monies from the Customer other than the system permitted by Codemonk. All payments for the Services as set out in the Request Form shall be collected on the Codemonk platform are performed by Codemonk’s payment services providers. The Developer acknowledges and accepts that failure to comply with this clause 3.20, provides Codemonk the right to claim damages for this clauses breach together with any interest (where applicable) and reasonable and properly incurred costs in relating to the enforcement of this clause 3.20.

    3.21 The Developer acknowledges that once the Customer accepts the Developer’s Services, the Developer shall provide the Services with all due skill, care and diligence, consistency that mirrors the expertise advertised on the Developer’s Account, error free, to the Customer’s specifications, and will at all times during the Service Period use the Developer’s best endeavours to achieve the Customer’s Project objectives.

    3.22 The Developer agrees to make themselves available to provide the Services, unless prevented by ill-health or accident, on such days and at such times and in such places as may be required by the Customer from time to time together with such additional time as may be necessary for the proper provision of the Services.

    3.23 The Developer will immediately notify the Customer and Codemonk if at any time during the period of this Agreement they are unable to provide the Services in accordance with Clause 3.22.

    3.24 The Developer will keep Codemonk informed of progress on Projects in which they are engaged and will produce all such information and reports in such form as the Codemonk and the respective Customer may reasonably require from time to time.

    3.25 While the Developer’s method of work is their own, the Developer will comply with the reasonable requests of the Customer and will work and co-operate with any officer or agent or other consultant of the Customer.

    3.26 The Developer will not, without the prior written consent of Codemonk, have authority to commit Codemonk to any legally binding agreement, nor incur expenditure in the name or for the account of Codemonk, nor sign any document, bring any proceedings nor make any promise on behalf of Codemonk nor hold their self out as having authority to bind Codemonk.

    3.27 The Developer will:

    3.27.1 comply with all reasonable standards of safety at all times;

    3.27.2 at all times comply with the Customer’s health and safety policies and procedures; and

    3.27.3 immediately report to the Customer any unsafe working conditions or practices.

    3.28 The Developer may use another person, firm or company to perform any administrative, clerical or secretarial functions which are incidental to the provision of the Services, provided that the Customer will not be liable to bear the cost of such person, firm or company.

    3.29 Where the Developer is obliged to provide personal instruments and/or equipment and/or computer equipment for the provision of the Services, the Developer will be liable, at their own cost to keep any such personal instruments and/or equipment and/or computer equipment in a safe and proper operating condition.

    3.30 Where the Developer is obliged to provide computer equipment for the provision of the Services it is a condition of this Agreement that:

    3.30.1 such computer equipment, including any storage devices and storage media used with it, are free of any virus or malware;

    3.30.2 the Developer will on the start date of the Service Period and from time to time as required by the Customer, make such computer equipment available for audit by the Customer’s information technology department, or equivalent person, for verification of Clause 3.30.1;

    3.30.3 the Developer will not connect such computer equipment to the Customer’s computer network without the Customer’s prior written consent.

    3.31 Where necessary for the provision of the Services, the Customer will supply the necessary computer software for loading onto the Developer’s computer equipment. Property in all such computer software will at all times vest in the Customer and upon termination of this Agreement the Developer will surrender such software in accordance with the provisions of Clause 17 (Consequences and obligations of Termination) of this Agreement.

    3.32 The Developer shall comply with such Regulations and shall maintain such authorisations and all other approvals, permits and authorities from Regulatory Authorities as are required of it from time to time to perform its obligations under or in connection with this Agreement.

    3.33 In order to protect the legitimate business interests of Codemonk, the Developer covenants with Codemonk for itself (and shall procure that no Substitute Developer shall) (except with the prior written consent of Codemonk) solicit or entice away (or attempt to solicit or entice away) from Codemonk the business or custom of any of Restricted Customer.

    3.34 The Developer shall be bound by the covenant set out in clause 3.33 during the term of this agreement, and for a period of 36 months after termination or expiry of this agreement.

    3.35 For the purposes of clause 3.33, a Restricted Customer shall mean any firm, company or person who is or has been at any time during the immediately preceding 12 months a customer or prospective customer of, or in the habit of dealing with, Codemonk.

    3.36 If the Developer is required to travel abroad in connection with the provision of the Services, the Developer will be solely responsible for compliance with any necessary insurance, inoculations or immigration requirements.

    Customer and Developer responsibilities

    3.37 The Customer and the Developer shall both ensure that it only uses the Platform to fulfil the objectives of the relevant Project and that such use is at all times in accordance with our Agreement.

    3.38 The Customer and the Developer must be:

    3.38.1 at least 18 years of age, or the age of legal majority in your jurisdiction in order to maintain an Account;or

    3.38.2 a qualified legal entity as determined by Codemonk from time to time;

    3.39 Account registration requires the submission to CodeMonk of certain personal information, such as:

    3.39.1 For a Customer Account: name, address, mobile phone number, age, proof of address and specific identity documents as specified in the Policies; and

    3..39.2 For a Developer Account: name, address, mobile phone number, age, bank account details where Fees should be paid, skills and qualifications, proof of address and specific identity documents as specified in the Policies.

    3.40 Both the Customer and Developer warrants and represents that it, shall keep confidential and not share with any third party its password or access details for the Platform or Project.

    3.41 Both the Customer and Developer shall at all times comply with the Acceptable Use Policy and all other provisions of our Agreement.

    3.42 If any password has been provided to an individual that is not the holder of the Account, the relevant holder of the Account shall, without delay, disable any such passwords and notify Codemonk immediately.

    3.43 At the request of Codemonk, the Customer and/or the Developer shall:

    3.43.1 provide documents when asked for them and respond promptly when asked for instructions or information;

    3.43.2 notify the Codemonk if their contact details change;

    3.43.3 tell Codemonk immediately if the Project expectations change or if the Customer and/or Developer is not sure that it understands what the Developer and/or Customer and it have discussed;

    3.43.4 inform Codemonk of any time limits or objectives that might not be obvious to the Developer and/or Customer;

    3.43.5 notify Codemonk immediately if the Developer and/or Customer receives any email or other communication purporting to be from the Codemonk stating that Codemonk has changed it bank details or payment arrangements; and

    3.43.6 let Codemonk know about any other changes that may affect the way the Developer and/or Customer deals with the Project, including any changes that may affect the Developer and/or Customer’s tax status in any jurisdiction.

    3.44 Codemonk may, in its sole discretion, permit the Developer and/or Customer to submit, upload, publish or otherwise make available to Codemonk through the Platform textual, audio and/or visual content and information, including commentary and feedback relating to the Platform, initiation of support requests, and submission of entries, for competitions and promotions (the User Content). Any User Content provided by the Developer and/or Customer remains respectively the Developer and/or Customer property. However, by providing User Content to Codemonk, the Developer and/or Customer grant Codemonk a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Platform and Codemonk’s business and on third party sites and devices), without further notice or consent from the Developer and/or Customer, and without the requirement of payment to the Developer and/or Customer or any other person or entity.

    3.45 Each of the Developer and the Customer represents and warrants that: (i) it either is the sole and exclusive owner of all User Content or it has all rights, licenses, consents, and releases necessary to grant Codemonk the license to the User Content as set forth above; and (ii) neither the User Content nor each of the Developer and the Customer submission, uploading, publishing or otherwise making available of such User Content nor Codemonk’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

    3.46 Each of the Developer (and shall procure that any Substitute Developer shall) and the Customer agree that the Developer and the Customer will not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful or otherwise offensive, as determined by Codemonk in its sole discretion, whether or not such material may be protected by law. Codemonk may, but shall not be obligated to, review, monitor, or remove User Content, at Codemonk’s sole discretion and at any time and for any reason, without notice to the Developer and the Customer.

    3.47 Each of the Developer (and shall procure that any Substitute Developer shall) and Customer undertakes that, other than in concert with Codemonk or with Codemonk’s express prior written approval, each shall not, directly or indirectly:

    3.47.1 itself pursue the Project or any Substitute Project;

    3.47.2 induce, solicit, procure or otherwise encourage any third party to pursue the Project or any Substitute Project; or

    3.47.3 seek, encourage or respond to any approach from any third party to pursue the Project or any Substitute Project.

    3.48 Each of the Developer (and shall procure that any Substitute Developer shall) and Customer shall procure that its officers, employees, agents, advisers and other representatives, and each member of its corporate group (if applicable) and their respective officers, employees, agents, advisers and other representatives, comply with clause 3.47 as if they were either the Developer (or any Substitute Developer shall) or the Customer.

    3.49 For the purposes of this clause 3.47, Substitute Project shall mean any project involving the same Customer or Developer (or Substitute Developer) or the same or substantially similar resources, technology or work product as the Project.
  4. Substitute Developer

    4.1 In the event that the Developer is unable to provide the whole or any part of the Services because of ill-health, maternity leave, for whatever reason or other unavoidable absence, the Developer must first inform Codemonk and, with the prior written consent of Codemonk, will propose to the Customer a substitute with equivalent skill and expertise to perform the Services for the Project on the Developer’s behalf (the Substitute Developer). Any Substitute Developer will be required to enter into the direct undertakings with the Customer and Codemonk, including with regard to confidentiality and data protection.

    4.2 If the Customer accepts the Substitute Developer, the Developer will provide an overlap period during which time the Developer will ensure that the Substitute Developer fully understands the requirements of the Customer and the Developer obligations in respect of the Services required on the Project. The Developer will not charge Codemonk or the Customer any extra sum for this overlap period.

    4.3 The Developer will cease to invoice Codemonk and ensure that the Substitute Developer takes on the obligations and responsibilities as if they were the original Developer as selected by the Customer. The Customer may, at its sole discretion (such discretion to be exercised reasonably), refuse to accept any Substitute Developer in which case Codemonk will offer a further Substitute Developer. In the event that Codemonk is unable to provide an acceptable Substitute Developer, the Customer will be entitled to terminate this Agreement in accordance with clause Error: Reference source not found. For the avoidance of doubt, the Developer will remain subject to the terms set out in this Agreement for the duration of the appointment of the Substitute Developer.

  5. Developer’s tax, national insurance and no employment or benefits

    5.1 The Developer acknowledges that Codemonk will not be operating PAYE, or similar employment related tax schemes in respective jurisdictions, or making or deducting any national insurance contributions in respect of the provision of the Services and the Fee payable under this Agreement.

    5.2 The Developer will be responsible for the payment, and will account to the appropriate authorities for, all income or corporation tax liabilities and national insurance or similar contributions payable, including any withholding requirements that apply to any such taxes, the filing of any and all tax returns and payment required to be filed with or made to any federal, state, or local tax authority, in respect of the payments made to the Developer under this Agreement.

    5.3 The Developer agrees to indemnify, defend and hold Codemonk harmless from any liability for, or assessment of, any claims or penalties or interest with respect to such taxes, labor or employment requirements, including any liability for, or assessment of, taxes imposed on Codemonk by the relevant taxing authorities with respect to any payments paid to the Developer or any liability related to the withholding of such taxes.

    5.4 If any claim, assessment or demand is made against Codemonk for payment of income tax or national insurance contributions or other similar contributions due in respect of the payments made to the Developer under this Agreement, will indemnify Codemonk against any liability, assessment or claim together with all costs and expenses and any penalty, fine or interest incurred by Codemonk in connection with or in consequence of any such liability, assessment or claim, where such recovery is not prohibited by law. Codemonk may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments to be made Codemonk to the Developer under this Agreement.

    No employment or benefits
    5.5 While acting as a Developer under this Agreement the Developer will be an independent contractor and as such will not be entitled to any pension, bonus, holiday, sickness or other fringe benefits from Codemonk. Nothing in the terms of this Agreement will render the Developer an agent, officer or employee, worker or partner of Codemonk and the Developer will not hold themselves out as such.

    5.6 The Developer will be fully responsible for and hereby indemnify Codemonk for and in respect of any liability (including costs and expenses) for any employment-related claim or any claim based on worker status brought by the Developer or any Substitute Developer against Codemonk arising out of or in connection with the provision of the Services except where such claim is as a result of any act or omission of Codemonk.

    5.7 Codemonk does not set the Developers work hours, location of any work the Developer performs for the Customer. Codemonk does not provide the Developer or the Customer with training or any equipment, labour or materials needed for any Project the Developer performs for the Customer.
  6. Indemnity

    6.1 The Customer shall indemnify, keep indemnified and hold harmless Codemonk (on Codemonk’s own behalf on behalf of each of Codemonk’s Affiliates) from and against any losses, claims, damages, liability, losses incurred from the direct or indirect non-compliance of Data Protection Laws, costs (including legal and other professional fees) and expenses incurred by it (or any of its Affiliates) as a result of the Customer’s breach of our Agreement.

    6.2 The Developer acknowledges that Codemonk will be relying upon the Developer’s skill, expertise and experience in the delivering the Services and warrants to Codemonk that:

    6.2.1 the Developer will provide the Services in the manner and to the standard specified on their Account or pitch for the relevant Project;

    6.2.2 all advice and information given and all representations and statements made and all documents provided by the Developer will be accurate and appropriate for their respective purposes; and

    6.2.3 all intellectual property and information provided by the Developer will be accurate and appropriate for its purpose; And the Developer agrees to indemnify and keep indemnified Codemonk and/or the relevant Customer against any direct loss or costs (including legal costs on an indemnity basis), charges and other expenses of any nature whatsoever incurred or suffered by Codemonk and/or the Customer whether direct or consequential (including such arising in consequence of a claim brought against Codemonk and/or the relevant Customer by one of their employees or a third party) in consequence of any breach of these warranties or of the terms of this Agreement or any negligence on the Developer’s part in connection with the provision of the Services or as a result of such reliance.

    6.3 This clause 6 shall survive termination or expiry of our Agreement.
  7. Maintenance

    7.1 Codemonk will use reasonable endeavours to notify the Customer and the Developer in advance of scheduled maintenance but the Customer and Developer both acknowledge that it may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.
  8. Changes to the Platform and terms

    8.1 Codemonk may at its absolute discretion make, and notify the Customer and the Developer of, updated versions of the documents referred to in clause 1.2.2 or other documents referred to in any part of our Agreement (excluding in each case the Request Form) from time to time by notifying the Customer and the Developer of such update by e-mail (together with a copy of the update or a link to a copy of the update) or by any other reasonable means which Codemonk elects (Update Notification). Codemonk will comply with with such Regulations and shall maintain such authorisations and all other approvals, permits and authorities from Regulatory Authorities as are required of it from time to time to perform its obligations under or in connection with this agreement.

    8.2 The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of our Agreement from the date 30 Business Days’ after Update Notification of such revised document(s) (the Update) (or at such later date as Codemonk may specify).

    8.3 In the event that the Customer and/or the Developer reasonably believes that any Update materially impacts it negatively in any manner it may by notice elect to terminate our Agreement in respect of all impacted  Services provided it exercises such right prior to such Update taking effect pursuant to clause 8.2 on not less than 15 Business Days prior written notice and notifies Codemonk at the time of exercising such right of the negative impact which has caused it to exercise this right. In the event of such termination the Customer shall receive a refund of any pre-paid Fees in respect of such terminated Services that have not yet been performed.
  9. Fees, Codemonk’s Fee and the Developer’s Fee

    9.1 The Fee (any other charges (including expenses) or subsequent variations to the Fee) expressly agreed between the Customer and the Developer in writing for the completion of the relevant Project, the total sum of which, shall be paid by the Customer to Codemonk. Codemonk has no liability and has no role in the determination of the Fee agreed between the Developer and Customer.Codemonk shall create and issue an invoice the Customer on the Commence Date, due under our Agreement, and the invoice is payable on the date that appears on the invoice. Any subsequent variations to the Fee will require Codemonk to create and issue a subsequent invoice that shall also be payable on the date that appear on the invoice. Codemonk shall notify the Developer once the Fee (and any subsequent payments relating to a revised Fee) has been received in full and in cleared funds by Codemonk.

    9.3 The Fees are exclusive of VAT and other applicable taxes, which may be payable by the Customer at the rate and in the manner prescribed by law.

    9.4 Fees payable to Codemonk under our Agreement shall be paid into Codemonk’s bank account using BACS, Direct Debit or any other suitable methods; unless otherwise notified by Codemonk to the Customer in writing in accordance with our Agreement.

    9.5 Upon receiving a confirmation of completion of the relevant Project from the Customer (pursuant to clause 3.6), subject to clauses 3.19 and 3.39.2 Codemonk shall deduct the Codemonk’s Fee from the Fees and remit to the Developer the Developer’s Fee.

    9.6 Disputes may arise between the Developer and the Customer concerning the quality of the services the Developer rendered and the amount of time the Developer spent rendering those Services. Codemonk encourages the Developer and the Customer to resolve disputes informally. If the Developer and the Customer are unable to resolve the dispute informally, the Customer and the Developer will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Customer and the Developer, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 30 days after the date of the ADR notice. Codemonk will have no other role or responsibility in resolving such disputes. No party may commence any court proceedings under clause 30 (in relation to the whole or part of the dispute until 90 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay. The parties agree that Codemonk shall deduct its Codemonk Fee’s prior to any distribution of the Fee as directed by the mediator.

    9.7 Subject to Clause 9.6 above, If a Customer refuses to pay the Fee for Services rendered by the Developer, Codemonk will provide payment protection to the Developer if all of the following criteria are met:

    9.7.1 the Developer used the Platform to track the time spent working on the relevant Project (pursuant to clause 3.19);

    9.7.2 the Developer’s Account is in good standing (as determined by Codemonk);

    9.7.3 the number of hours the Developer recorded on the Project do not exceed the weekly limit of hours listed in the Request Form submitted by the Customer; and

    9.7.4 the Services the Developer rendered are within the scope of the Request Form and meet all specifications listed in the Request Form.

    9.8 If all of the conditions listed in clause 9.7 immediately above are met, Codemonk will compensate the Developer at the lesser of:

    9.8.1 the average per-hour rate billed by the developers on the Platform for work that is equivalent to the work the Developer performed for the Project; or

    9.8.2 the “market rate” for the Services the Developer rendered (to be determined in Codemonk’s sole discretion);

    9.8.3 the maximum amount of payment protection that Codemonk will provide to the Developer pursuant to the terms of this clause 9.8 is the smaller total of the equivalent of 40 hours of work or USD $1,000.

    9.9 Codemonk shall have the right to charge interest on overdue invoices at the rate of 15% per year above the base rate of The Bank of England, calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment.

    9.10 To the extent our Agreement terminates or expires (other than due to termination by the Customer under clauses 8.3 or 16.3.2) the Customer shall not be entitled to any refund or discount of Fees paid for any parts of Services that remain unperformed.
  10. Intellectual property

    10.1 All Intellectual Property Rights in and to the Platform (including in all Applications and all Materials) belong to and shall remain vested in Codemonk or the relevant third-party owner. To the extent that the Customer, the Developer, any of its or their Affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in the Applications and Materials or any other part of the Platform, each of the Developer and the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Codemonk or such third party as Codemonk may elect. Each of the Developer and the Customer shall execute all such documents and do such things as Codemonk may consider necessary to give effect to this clause 10.1.

    10.2 Codemonk has no obligation to deliver any copies of any software to the Customer in connection with our Agreement or the Services.

    10.3 Each of the Developer and the Customer hereby each waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to Codemonk under our Agreement.

    10.4 In consideration of the Customer paying the Codemonk the Fee in full and in cleared funds and Codemonk releasing the Developer’s Fee in full and in cleared funds (pursuant to clause 9.5), the Developer shall hereby transfer to the Customer by way of present and future assignment with full title guarantee all the Intellectual Property Rights in the Project:

    10.4.1 in any sector and for any purpose;

    10.4.2 for the full term of such rights and any renewals, including the right to bring, make, oppose, defend, appeal and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these Intellectual Property Rights, whether occurring before, on, or after the date of the commencement of the work the Developer performed for the Customer in relation to the respective Project;

    10.4.3 including (with effect from their creation) all Intellectual Property Rights in the Project created or developed in future by the Developer and/or any Substitute Developer in respect of the Services.

    10.5 For the Project in respect of which Intellectual Property Rights are assigned to the Customer pursuant to Clause 10.4, the Developer hereby irrevocably waives all its, and will procure the waiver by all third parties of all their, moral rights in such the Project, under the Copyright, Designs and Patents Act 1988 (and all analogous legislation worldwide) to the extent permitted by law.

    10.6 The Developer will, at the expense of the Customer, at any time either during or after the Service Period give all assistance and do all acts and things as may be in the opinion of the Customer necessary or desirable to give the full benefit of Clauses Error: Reference source not found and Error: Reference source not found of this Agreement to the Customer.

    10.7 The Developer hereby irrevocably and by way of security appoints any authorised person or director for the time being of the Customer to be the Developer’s attorney for the purposes of the Powers of Attorney Act 1971, with authority to do all such things and to execute all such documents in the Developer’s name and on the Developer’s behalf, as may be necessary to secure that the full benefit and advantage of this Agreement are obtained by the Customer and a letter signed by any authorised person or any director or secretary of the Customer certifying that any thing or any document has been done or executed within the authority conferred by this clause will be conclusive evidence of it.

    10.8 The Developer warrant’s that it will not in the course of providing the Services infringe the Intellectual Property Rights of any other person.

    10.9 The Developer will indemnify and keep indemnified and hold harmless the Customer and Codemonk from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Customer and Codemonk as a result of or in connection with any action, demand or claim that any of the Intellectual Property Rights or the Project provided under this Agreement infringe the Intellectual Property Rights of any third party.

    10.10 Codemonk shall have no liability or obligation under this clause 10 in respect of (and shall not be obliged to defend) any IP Claim which arises in whole or in part from:

    10.10.1 any Customer Data;

    10.10.2 any Open Source Software

    10.10.3 any breach of our Agreement by the Customer;

    10.10.4 any breach of our Agreement by the Developer

    10.11 Subject to clause 14.5, the provisions of this clause 10 set out the Customer’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IP Claim.

    10.12 This clause 10 shall survive the termination or expiry of our Agreement.
  11. Confidentiality and security of Customer Data

    11.1 Codemonk and the Developer shall maintain the confidentiality of the Customer Data and shall not without the prior written consent of the Customer or in accordance with our Agreement, disclose or copy the Customer Data other than as necessary for the performance of the Services, or operation of the Platform, or its express rights and obligations under our Agreement.

    11.2 The provisions of this clause 11 shall not apply to information which:

    11.2.1 is or comes into the public domain through no fault of Codemonk or the Developer, its officers, employees, agents or contractors;

    11.2.2 is lawfully received by Codemonk or the Developer from a third party free of any obligation of confidence at the time of its disclosure;

    11.2.3 is independently developed by Codemonk or the Developer (or any of its Affiliates or any person acting on its or their behalf), without access to or use of such Confidential Information; or

    11.2.4 is required by law, by court or governmental or regulatory order to be disclosed, provided that clauses 11.2.1 to 11.2.3 (inclusive) shall not apply to Personal Data.

    11.3 This clause 11 shall survive the termination or expiry of our Agreement for a period of 10 years.

    11.4 To the extent any Customer Data is Personal Data, Codemonk shall ensure that such Customer Data may be disclosed or used only to the extent such disclosure or use does not conflict with any of Codemonk’s obligations under with such Regulations as are required of it from time to time to perform. Clauses 11.1 to 11.3 (inclusive) are subject to this clause 11.4.
  12. Monitoring compliance

    12.1 Codemonk may monitor, collect, store and use information on the use and performance of the Platform (including Customer Data) to detect threats or errors to the Platform and/or Codemonk’s operations and for the purposes of the further development and improvement of Codemonk’s services, provided that such activities at all times comply with the Privacy Policy and with such Regulations as are required of it from time to time to perform.

    12.2 This clause 12 shall survive termination or expiry of our Agreement for a period of 12 months.
  13. Relief

    13.1 To the maximum extent permitted by law, Codemonk shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of our Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.
  14. Codemonk’s limitation of liability

    14.1 The extent of Codemonk’s liability under or in connection with our Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 14.

    14.2 Subject to clause 14.5, Codemonk has no liability in respect of all the Services (howsoever arising under or in connection with our Agreement) under our Agreement.

    14.3 Subject to clause 14.5, Codemonk shall not be liable for consequential, indirect or special losses.

    14.4 Subject to clause 14.5, Codemonk shall not be liable for any of the following (whether direct or indirect):

    14.4.1 loss of profit;

    14.4.2 destruction, loss of use or corruption of data;

    14.4.3 loss or corruption of software or systems;

    14.4.4 loss or damage to equipment;

    14.4.5 loss of use;

    14.4.6loss of production;

    14.4.7 loss of contract;

    14.4.8 loss of opportunity;

    14.4.9 loss of savings, discount or rebate (whether actual or anticipated); and/or

    14.4.10 harm to reputation or loss of goodwill.

    14.5 Notwithstanding any other provision of our Agreement, Codemonk’s liability shall not be limited in any way in respect of the following:

    14.5.1 death or personal injury caused by negligence;

    14.5.2 fraud or fraudulent misrepresentation; or

    14.5.3 any other losses which cannot be excluded or limited by applicable law.

    14.6 This clause 14 shall survive the termination or expiry of our Agreement.
  15. Suspension

    15.1 Codemonk may suspend access to the Platform to all or some of the Authorised Users if:

    15.1.1 Codemonk suspects that there has been any misuse of the Platform or breach of our Agreement; or

    15.1.2 the Customer fails to pay any sums due to Codemonk by the due date for payment.

    15.2 Where the reason for the suspension is suspected misuse of the Platform or breach of our Agreement, without prejudice to its rights under clause 16, Codemonk will take steps to investigate the issue and may restore or continue to suspend access at its discretion.

    15.3 In relation to suspensions under clause 15.1.2, access to the Platform will be restored promptly after Codemonk receives payment in full and cleared funds.

    15.4 Fees shall remain payable during any period of suspension notwithstanding that the Customer or all of the Authorised Users may not have access to the Platform.
  16. Term and termination

    16.1 Our Agreement shall come into force on Request Acceptance and, unless terminated earlier in accordance with its terms, shall continue for the duration of the Service Period after which it shall automatically expire.

    16.2 Either party may terminate our Agreement or the provision of any of the Services for convenience on not less than 30 days’ prior written notice to the other.

    16.3 Either party may terminate our Agreement immediately at any time by giving notice in writing to the other party if:

    16.3.1 the other party commits a material breach of our Agreement and such breach is not remediable;

    16.3.2 other than by reason of incapacity by accident or illness the Developer is unable to provide the Services in a proper and efficient manner (and an acceptable Substitute Consultant has not been assigned pursuant to clause 4) or are in the reasonable opinion of Codemonk has been grossly negligent or incompetent in the performance of the Services; or

    16.3.3 the other party commits a material breach of our Agreement which is not remedied within 30 Business Days of receiving written notice of such breach; or

    16.3.4 the other party has failed to pay any amount due under our Agreement on the due date and such amount remains unpaid within 15 Business Days after the other party has received notification that the payment is overdue.

    16.4 Any breach by the Customer of the Acceptable Use Policy or of clause 3.2 shall be deemed a material breach of our Agreement which is not remediable.
  17. Consequences and obligations of termination

    17.1 Immediately on termination or expiry of our Agreement (for any reason), the rights granted by Codemonk under our Agreement shall terminate and the Customer shall (and shall procure that each Authorised User shall):

    17.1.1 stop using the Platform and receiving the Services; and

    17.1.2 destroy and delete or, if requested by Codemonk, return any copies of the Materials in its possession or control (or in the possession or control of any person acting on behalf of any of them).

    17.2 Termination or expiry of our Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of our Agreement that is expressly or by implication intended to continue beyond termination.

    17.3 The Developer and any Substitute Developer will immediately upon termination of this Agreement and, if requested by the Customer, at any time during the Service Period, surrender to a person duly authorised by the Customer all computer programs, reports, manuals, files, notes, accounts, documents, correspondence, books, materials, papers and information (on whatever media and wherever located) and any other property of the Customer that have been made or received by the Developer and/or any Substitute Developer, during the course of providing the Services (whether in terms of this Agreement or any other agreement or arrangement between the Customer and the Developer) and which are in the Developer’s possession or under the Developer’s control and/or in the possession or under the control of any Substitute Developer.

    17.4 Immediately on the termination of this Agreement, and subject to the Customer’s data retention guidelines, the Developer will irrevocably delete any information relating to the business of the Customer stored in any magnetic or optical drive or memory, and all matter derived from such sources, which is in the Developer’s possession or under the Developer’s control outside the premises of the Customer.

    17.5 On the termination of this Agreement the Developer will, if requested by the Customer, provide a signed statement that the Developer has fully complied with its obligations under this clause 17 and make any optical drive or memory available to the Customer for inspection in order to verify the Developer’s compliance with Clause 17.4.
  18. Entire agreement

    18.1 Our Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.

    18.2 Each party acknowledges that it has not entered into our Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in our Agreement.

    18.3 Nothing in our Agreement shall limit or exclude any liability for fraud.
  19. Notices

    19.1 Any notice or other communication given by a party under our Agreement shall be:

    19.1.1 in writing and in English;

    19.1.2 copied and sent also to Codemonk; and

    19.1.3 sent to the relevant party at the address set out in clause 19.3.

    19.2 Notices may be given, and are deemed received by email on receipt of a delivery receipt email from the correct address stated in the relevant Request Form.

    19.3 Notices and other communications shall be sent to:

    19.3.1 in the case of those to Codemonk, for the attention of Legal Officer at:
    a) registered office address, and
    b) by email to legal@codemonk.ai and
    c) copied to Chief Operation Officer at our trading address.

    19.3.2 in the case of those to the Developer, to any email or contact details notified on the Request Form (as updated from time to time pursuant to clause 19.4).

    19.3.3 in the case of those to the Customer, to any email or contact details notified on the Request Form (as updated from time to time pursuant to clause 19.4).

    19.4 Any change to the contact details of a party as set out in clause 19.3 shall be notified to the other party in accordance with clause 19.1 and shall be effective:

    19.4.1 on the date specified in the notice as being the date of such change; or
    19.4.2 if no date is so specified, five Business Days after the notice is deemed to be received.

    19.5 This clause does not apply to notices given in legal proceedings or arbitration.
  20. Variation

    20.1 No variation of our Agreement shall be valid or effective unless it is:

    20.1.1 an Update made in accordance with our Agreement; or
    20.1.2 made in writing, refers to our Agreement and is duly signed or executed by, or on behalf of, each party.
  21. Assignment and subcontracting

    21.1 Except as expressly provided in our Agreement, Codemonk may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under our Agreement.

    21.2 Except as expressly permitted by our Agreement, the Customer shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under our Agreement (including the licence rights granted), in whole or in part, without Codemonk’s prior written consent.

    21.3 Except as expressly permitted by our Agreement, the Developer shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under our Agreement (including the licence rights granted), in whole or in part, without Codemonk’s prior written consent.
  22. Set off

    22.1 Each party shall pay all sums that it owes to the other party under our Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
  23. No partnership or agency

    23.1 The parties are independent and are not partners or principal and agent and our Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
  24. Severance

    24.1 If any provision of our Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of our Agreement shall not be affected.

    24.2 If any provision of our Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
  25. Waiver

    25.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under our Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

    25.2 No single or partial exercise of any right, power or remedy provided by law or under our Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

    25.3 A waiver of any term, provision, condition or breach of our Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
  26. Costs and expenses

    26.1 Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of our Agreement (and any documents referred to in it).
  27. Third party rights

    27.1 A person who is not a party to our Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
  28. Authority

    28.1 Each party represents and warrants to the other that it has the right, power and authority to enter into our Agreement and grant to the other the rights (if any) contemplated in our Agreement and to perform its obligations under our Agreement.
  29. Governing law

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

    30.1 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, our Agreement, its subject matter or formation (including non-contractual disputes or claims).
  31. The Definitions and Interpretation

    In our Agreement

    means the account profile created on the Platform;

    Affiliate

    means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act 2010;

    Applicable Laws

    means applicable laws of the European Union (EU), the European Economic Area (EEA) or any of the EU or EEA’s member states from time to time together with applicable laws in the United Kingdom from time to time;

    Applications

    means the software or applications used by or on behalf of Codemonk to provide the Platform;

    Authorised Users

    means, in respect of the Platform, the named users authorised by the Customer and/or the Developer to use the Platform in accordance with the terms of our Agreement;

    Business Day

    means a day other than a Saturday, Sunday or bank or public holiday in England;

    Codemonk

    means the website, all the applications, the support portal, the community network and all other online and offline platforms, events, etc operated by Future of Work Ltd and its associated companies under the brand name “Codemonk”. Future of Work Ltd is a company registered in England and Wales, with company registration number 12752302 and registered address at The Retreat, 406 Roding Lane South, Woodford Green, Essex, United Kingdom, IG8 8EY;

    Codemonk Terms

    means the terms set out in the clauses and other provisions of this document (including the schedule), as Updated from time to time;

    Codemonk’s Fee

    has the fees as published at this link;

    Commencement Date

    has the meaning give at clause 3.5;

    Customer

    has the meaning given in the relevant Request Form;

    Customer Data

    means all data (in any form) that is provided to Codemonk or uploaded or hosted on any part of the Platform by the Customer or by any Authorised User;

    Customer’s Guidelines

    guidelines set by the Customer and included in the Request Form when setting out the specification for Project;

    Data Protection Laws

    means all Applicable Laws relating to the processing, privacy and/or use of Personal Data, as applicable to any party or the Platform, including the following laws to the extent applicable in the circumstances:

    a) the GDPR;
    b) the Data Protection Act 2018;
    c) any laws which implement any such laws; and
    d) any laws which replace, extend, re-enact, consolidate or amend any of the foregoing (including where applicable, the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of the European Union (Withdrawal) Act 2018 as modified by applicable domestic law from time to time

    Developer

    has the meaning given in the relevant Request Form;

    Developer’s Fee

    means total of the Fee minus Codemonk’s Fee;

    Fee

    means, the total payable fees together with any other amounts payable by the Customer to Codemonk in consideration Services as set out under the relevant Request Form;

    Force Majeure

    means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under our Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet;

    Intellectual Property Rights

    means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:

    a) whether registered or not;
    b) including any applications to protect or register such rights;
    c) including all renewals and extensions of such rights or applications;
    d) whether vested, contingent or future; and
    e) wherever existing;

    Materials

    means all services, data, information, content, Intellectual Property Rights, websites, software and other materials provided by or on behalf of Codemonk in connection with the Platform, but excluding all Customer Data;

    Open Source Software

    means any software subject to a version of the General Public Licence, together with any other ‘open source’ software falling within the Open Source Definition issued by the Open Source Initiative (www.opensource.org/docs/osd) at the date of our Agreement and any ‘free software’ as defined by the Free Software Foundation (www.gnu.org/philosophy/free-sw.html) at the date of our Agreement;

    Personal Data

    has the meaning given in the Data Protection Laws;

    Platform

    means Codemonk’s website known as www.codemonk.ai, comprising Codemonk’s relevant products or services, including developer services and any other features, content, or applications offered or operated from time to time by Codemonk whether accessed via the internet, mobile device or other electronic device;

    Policies

    means each of the following:
    a) Codemonk’s policy on acceptable use of the Platform (as Updated from time to time), which as at Request Acceptance is the latest version available at https://www.codemonk.ai/acceptable-use-policy (the Acceptable Use Policy);

    b) Codemonk’s privacy policy in relation to the Platform (as Updated from time to time), which as at Request Acceptance is the latest version available at https://www.codemonk.ai/privacy-policy (the Privacy Policy);

    c) Codemonk’s cookie policy in relation to the Platform (as Updated from time to time), which as at Request Acceptance is the latest version available at https://www.codemonk.ai/cookie-policy (the Cookie Policy); and

    d) Codemonk’s policies on practices and tools policy in relation to the provision of the Services (as Updated from time to time), which as at Request Acceptance is the latest version available at [•Insert URL] (the Practices and Tools Policy);

    Project

    has the meaning given in clause 3.2;

    Regulations

    means any law, enactment, regulation, and regulatory policy, guideline, requirement and industry code of any Regulatory Authority (including good practice codes) applicable to any part of the services or the supplier or the customer;

    Regulatory Authority

    means any person having governmental, regulatory, supervisory or other competent authority under any applicable Regulations over any part of the services or the supplier or the customer;

    Relief Event

    means:
    a) any breach of our Agreement by the Customer and/or the Developer; or
    b) any Force Majeure;

    Request Acceptance

    means the effective date of the relevant Request Form;

    Request Form

    means the electronic form (including its schedules, annexes and appendices (if any)) ordering the Services entered into by or on behalf of (1) the Customer, (2) Codemonk and (3) the Developer, incorporating these Codemonk Terms and our Agreement (and as varied by the parties by agreement in writing from time to time);

    Service Period

    means the period beginning on Request Acceptance and ending with completion of the relevant Project;

    Services

    means the services offered by the respective Developer for the relevant Project which the Customer has accepted and that is set out in the Request Form (and Service shall refer to each respective service separately);

    Substitute Developer

    a person appointed under the terms of Clause 4;

    Account

    Territory

    means, in respect of the relevant Services, the territories identified in the Request Form except to the extent it is illegal (including as a result of any embargo) under the laws of the United States, any member of the European Union or the United Kingdom (as binding on any person) for the Services to be provided to or received within such territories from time to time;

    Update

    has the meaning given in clause 8.2, and Updated shall be construed accordingly;

    Update Notification

    has the meaning given in clause 8.1; and

    User Content

    has the meaning given in clause 3.44;

    VAT

    means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.


    In our Agreement, unless otherwise stated:

    1. the table of contents, background section and the clause, paragraph, schedule or other headings in our Agreement are included for convenience only and shall have no effect on interpretation;

    2. Codemonk and the Customer are together the parties and each a party, and a reference to a party includes that party’s successors and permitted assigns;

    3. words in the singular include the plural and vice versa;

    4. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

    5. a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);

    6. a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made from time to time under that legislation; and

    7. a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.