DICE UK Brand Partnership Terms & Conditions

DICE UK BRAND PARTNERSHIP TERMS & CONDITIONS

Last Updated: 09 December 2022

These Terms and Conditions form part of the Agreement between a Client and DICE, entered into pursuant to a DICE Brand Partnership Agreement Term Sheet.

If You are accepting these Terms and Conditions on behalf of a company or other entity, You warrant that You are an authorised representative of that entity and that You have the power to enter into the Agreement with DICE.

1.  DEFINITIONS AND INTERPRETATION

1.1. The definitions and the rules of interpretation in this Clause apply in the Agreement. The terms below shall have the following meanings ascribed to them:

1.2. The headings in the Agreement are inserted for convenience only and shall not affect the interpretation or construction of the Agreement.

1.3. Words expressed in the singular shall include the plural and vice versa. Words referring to a particular gender include every gender. References to a person include an individual, company, body corporate, corporation, unincorporated association, firm, partnership or other legal entity.

1.4. The words “other”, “include”, “includes”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.

1.5. References to any statute or statutory provision shall include: (i) any subordinate legislation made under it; (ii) any provision which it has modified or re-enacted (whether with or without modification); and (iii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

1.6. If there is any conflict between any provision contained in these Terms & Conditions and the Term Sheet, the provisions shall prevail in the following order: the Term Sheet then these Terms & Conditions.

1.7. This Agreement applies to the subject matter of this Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate between the Client and DICE, or which are implied by trade, custom, practice or course of dealing.

2.  APPOINTMENT

2.1. DICE is engaged in the business of providing advisory services in relation to event and brand management and has reasonable skill, knowledge and experience in that field. 

2.2. In consideration of the Service Fees, the Client hereby appoints DICE for the Term to provide advisory Services (as set out in the Term Sheet) relating to the promotion of its brand in accordance with the terms of the Agreement.

2.3. DICE has agreed to accept such engagement and will provide the Services to the Client, subject to, and in accordance with the terms and conditions of this Agreement.

2.4. The Client acknowledges and agrees that DICE’s appointment under this Agreement is on a non-exclusive basis.

3.  TERM

This Agreement shall come into force on the Commencement Date and (subject to the provisions in this Agreement for earlier termination in accordance with Clause 14), shall continue in force for the Term.

4.  SERVICES

4.1.  The Services to be performed by DICE are specified in the Term Sheet.

4.2. DICE shall render the Services to the Client on a non-exclusive basis in accordance with the Client's written instructions from time to time and in accordance with the terms of this Agreement.

4.3. DICE shall use reasonable care to ensure that the manner in which is provides the Services does not have any adverse effect on the name, reputation, image or business of the Client.

4.4. DICE may only be liable to comply with the requirements set out in this Clause 4 insofar as such requirements effect the provision of the Services. The Client remains liable at all times to ensure that it complies with all statutes, regulations, bylaws, standards, codes of conduct and any other rules relevant to the performance of the Event, including but not limited to, any relevant health and safety regulations.

4.5. In the event that DICE commits a material breach of this Agreement by failing to provide the Services then:

4.5.1. the Client may give written notice to DICE requiring DICE to cure the breach;

4.5.2. if DICE fails to comply with any such notice given under Clause 4.5.1 within 15 Business Days then the Client may utilise any third party to perform the Services not performed due to the breach until such time as the performance of the Services is completed or until such time as DICE’s obligations cease;

4.5.3. DICE shall pay on demand to Client the amount suffered by the Client under Clause 4.5.2 as a result of DICE’s failure or breach.

5. PROMOTION AND MARKETING OF THE EVENT

5.1. DICE will use its reasonable endeavours to promote and market the Client’s Event on the DICE Platform.

5.2. For the avoidance of doubt, DICE will not promote or market the Event on any other platform other than the DICE Platform, including but not limited to any third-party platform.

5.3. In providing the Services, and in promoting and marketing the Event, DICE will not be obliged to sell or enter into any contracts for the sale of any products of services on behalf of the Client or to bind the Client in any way.

5.4. The parties shall agree in writing, the form in which the Event shall be marketed and promoted on the DICE Platform.

5.5. The Client warrants that all information provided to DICE to promote and market the Event shall be true, accurate and complete.

5.6. In the event that the Client changes or amends any details relating to the Event which affects DICE’s promotion and marketing of the Event, the Client must inform DICE immediately in writing. DICE will, at the Client’s cost, use reasonable endeavours to amend or release new promotion or marketing materials on the DICE Platform within 5 Business Days of being notified in writing of any changes.

5.7 .DICE will have no liability whatsoever for any period during which any initial promotional or marketing material is displayed on the DICE Platform whilst it arranges for the amended promotional and advertising marketing to be amended and released.

5.8. DICE makes no promise, warranty or guarantee whatsoever that the promotional and marketing activity shall generate any future business, profit, connections or engagement with any person or entity whatsoever.

5.9. The Client agrees and acknowledges that the parties shall, in relation to the Event:

5.9.1. describe DICE as a ‘Marketing Agent’ of the Client;

5.9.2. not hold DICE out, or permit any person to hold DICE out, as being authorised to bind the Client in any way; and

5.9.3. not do any act which might reasonably create the impression that DICE is so authorised.

6. EVENT ADVISORY SERVICES

6.1. DICE will provide advisory services in relation to the creation and management of the Event under the terms of this Agreement and in accordance with the Term Sheet.

6.2. The Client shall provide DICE with all information necessary, without undue delay, in order for DICE to provide its advisory services.

6.3. The Client agrees and acknowledges that DICE shall merely provide advisory services and shall not be obliged to source, locate or arrange for any services in order to manage or create the Event.

6.4. The Client will be solely responsible and liable for arranging any services or products pursuant to DICE’s advice in order to create or manage the Event, including but not limited to, entering into any agreements with any suppliers or third parties and making payment for any services or products in relation to the performance of the Event.

6.5. The Client shall be solely responsible for and indemnify DICE against any disputes or complaints relating to the performance of the Event or the performance of any third party contracts relating to the organisation of the Event.

6.6. DICE makes no promise, warranty or guarantee whatsoever that advisory services shall generate any future business, profit, opportunities, connections or engagement with any person or entity whatsoever.

7. EVENT INFORMATION

7.1. The Client shall provide DICE with full and accurate Event information for each Event for which DICE makes available Tickets for Purchase, such Event information to include:

7.1.1.  information which DICE is required to provide to customers under any applicable laws; and

7.1.2.  any other information reasonably requested by DICE.

7.2. The Client shall provide the Event information  no later than two (2) Business Days before the announce date of the relevant Event. For the avoidance of doubt, the announce date may occur before or at the same time as the onsale date.

7.3. The Vendor warrants and undertakes that it shall not provide any Event information that:

7.3.1.  is false, inaccurate or misleading;

7.3.2.  infringes any third party's intellectual property rights;

7.3.3.  violates any applicable laws;

7.3.4.   is, or may reasonably be considered to be harassing, unlawful, harmful, threatening,   discriminatory, pornographic, deceptive, offensive or defamatory;

7.3.5.  facilitates illegal activity;

7.3.6.   causes damage or injury to any person or property;

7.3.7.  may, in DICE's reasonable opinion, have a negative impact on DICE's business and/or reputation;

7.3.8.  includes any information that references other websites (other than the Clients' website), addresses, email addresses, contact information or phone numbers; and/or

7.3.9.    contains any computer viruses, worms or any other potentially damaging computer programs or files.

7.4. DICE shall not be liable, whether directly or indirectly, in contract, tort (including negligence), misrepresentation, restitution or otherwise to any third party or any Customer for any breach by the Client of the warranties and undertakings provided by the Client under this Clause 7. 

7.5. The Client hereby grants DICE a royalty-free, perpetual, irrevocable, transferable right and licence to use, reuse, copy, exhibit, modify, record, reproduce, broadcast, transmit, publish, distribute, display, perform, delete in its entirety, adapt, publish, translate, create derivative works from and/or incorporate the Event information into any form, medium or technology now known or hereafter developed throughout the world without further notification, authorisation or compensation to the Client or anyone acting on the Client's behalf. The Client represents and warrants that no further permissions, consents or licenses are required from the Client or any third party for DICE to use the Event information.

7.6. DICE shall retain editorial control over all content presented on the DICE Services or otherwise communicated to users of the DICE platform, and DICE is entitled, in its sole and absolute discretion, to remove or procure the removal of any tickets offered for purchase or any Event information uploaded or otherwise made available by the Client or on the Client's behalf which DICE considers to be in breach of the terms of this Clause 7.

7.7. The Client shall obtain DICE’s prior written consent if the Client wishes to publish or otherwise make available to the public on any medium outside of the DICE Services a description of any element of the DICE platform. In obtaining DICE’s consent, the Client shall, at the request of DICE, provide a copy of such description to DICE. The Client and DICE shall consult together in writing on the timing, contents and manner of release of any announcement.

8. CLIENT'S OBLIGATIONS

8.1 The Client shall:

8.1.1. provide DICE will such information in connection with the Services and the provision thereof as DICE may, from time to time, reasonably require both before and during the provision of the Services;

8.1.2. perform its obligations under this Agreement in a reasonable and timely manner;

8.1.3. use reasonable endeavours to keep DICE informed of any special requirements (including, but not limited to, legislative requirements) applicable to the rendering of the Services. 

8.1.4. be solely responsible for approving all marketing and promotional information prior to any release or upload on the DICE Platform;

8.1.5. carry out its own prudent checks and carry out its own due diligence in relation to any advice provided by DICE in relation to any advisory services; and

8.1.6. immediately notify DICE of any matters which may affect the provision of the Services.

8.2 The Client warrants, represents, undertakes and agrees that:

8.2.1. this Agreement has been duly authorised, executed and delivered by the Client and constitutes the valid, legal and binding agreement between DICE and the Client enforceable in accordance with its terms;

8.2.2.  it has all necessary rights and permissions to sponsor and/or promote each Event and to perform the Client's obligations under this Agreement;

8.2.3.  it has all necessary rights and permissions to appoint DICE as a disclosed agent and to authorise DICE to offer tickets for purchase on the Client’s behalf;

8.2.4.  this Agreement will not result in any breach of, or constitute default under, any other agreement to which the Client is a party;

8.2.5. it has experience in advertising, marketing and otherwise promoting Events and acknowledges the risk inherent in doing so, and the Client shall not rely on DICE for anything other than the Services as expressly provided in this Agreement; 

8.2.6.  it is the legal owner or lawful licensee of all materials or Event information and has the right to grant DICE a licence of the materials and Event information and that DICE's use of the materials and Event information does not infringe any third party rights (including third party intellectual property rights);

8.2.7.  it will obtain any permissions, clearances, licences, approvals, and/or waivers required from any third parties in connection with the Events(s) (such as by way of example only any applicable musicians, dancers, artists and/or other personnel; any applicable music publishers; any applicable record labels; any applicable unions; and any applicable collective rights or licensing organisations and/or sound recording collection societies or music streaming platforms) and shall make any payments in connection therewith);

8.2.8. it will comply with all applicable laws, statutes, regulations and codes (including without limitation all applicable broadcasting, advertising and data protection laws, statutes, regulations and codes) in connection with the Event;

8.2.9. none of the materials or content created in connection with the Event will infringe any rights of any third party;

8.2.10. neither the Client (nor, as applicable, any of the Client’s affiliated or related companies and their respective joint venturers, successors, assigns, directors, officers, employees associates and agents) shall commit any act or omission which shall directly or indirectly result in any piracy in relation to any ticket and/or any unauthorised distribution and/or disclosure of any ticket.

9. DICE'S OBLIGATIONS

9.1 In performing the Services, DICE shall:

9.1.1. render the Services to the Client in accordance with the provisions set out in the Commercial Terms;

9.1.2. perform its obligations under this Agreement in a reasonable and timely manner in accordance with the provisions of this Agreement;

9.1.3. provide the Client with such information and advice in connection with the Services and the provision thereof as the Client may, from time to time, reasonably require both before and during the provision of the Services; and

9.1.4. promptly notify the Client of all enquiries it receives in relation to the Event from any customers or prospective customers.

10. CLIENT DEFAULT

10.1 If DICE’s performance of its obligations under the Agreement is prevented or delayed by any act or omission by the Client or by any failure of the Client to perform any relevant obligation (a ‘Client Default’):

10.1.1. without limiting or affecting any other right or remedy available to it, DICE will have the right to suspend performance of the Services until the Client remedies the Client Default. Any such Client Default shall relieve DICE from the performance of any of its obligations, to the extent the Client Default prevents or delays DICE’s performance of any obligations;

10.1.2. DICE will not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Client’s failure or delay to perform any of its obligations as set out in this Clause 10; and

10.1.3. the Client will reimburse DICE on written demand for any costs or losses sustained or incurred by DICE arising directly or indirectly from the Client Default, including any fees incurred during such suspension.

11.  FEES, PAYMENT AND RECORDS

11.1. The Client will pay the Service Fees to DICE as set out in the Term Sheet, as consideration for the Services provided by DICE in accordance with the terms of this Agreement.

11.2. All payments required to be made pursuant to this Agreement by either party shall be made within 10 days of the date of the relevant invoice in GBP in clear funds to such bank as the other party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.

11.3. Where any payment pursuant to this Agreement is required to be made on a day that is not a Business Day, it may be made on the following Business Day.

11.4. If the Client fails to pay on the due date any amount which is payable to DICE pursuant to this Agreement, then without prejudice to and notwithstanding Clause 16.1, that amount shall bear interest from the due date until payment is made in full, both before and after judgment, at a rate of 4% per annum over DICE’s nominated banks base rate from time to time in force.

12.  CONFIDENTIALITY

12.1. Each party undertakes that it shall not at any time during the Agreement, and for 3 years thereafter, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 12.2, or as authorised in writing by the other party.  Each party further undertakes to:

12.1.1. Keep confidential all Confidential Information

12.1.2. not disclose any Confidential Information to any other party;

12.1.3. not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;

12.1.4. not make any copies of, record in any way or part with possession of any Confidential Information; and

12.1.5. ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that party, would be a breach of the provisions of this Clause 12.1.

12.2. Either party may disclose any Confidential Information to:

12.2.1. any subcontractor or supplier of that party;

12.2.2. any governmental or other authority or regulatory body; or

12.2.3. any employee or officer of that party or of any of the aforementioned persons, parties or bodies to such extent only as is necessary for the purposes contemplated by this Agreement (including, but not limited to, the provision of the Services), or as required by law.  In each case that party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under this Clause 12.2 or any employee or officer of any such body) obtaining and submitting to the other party a written confidentiality undertaking from the party in question. Such undertaking should contain obligations no less onerous than those set out in this Clause 12.2, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

12.2.4. use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes public knowledge through no fault of that party. In making such use or disclosure, that party must not disclose any part of the Confidential Information that is not public knowledge.

12.3. The provisions of this Clause 12 shall continue in force in accordance with the terms of this Agreement, notwithstanding the termination of this Agreement for any reason.

13.  INTELLECTUAL PROPERTY RIGHTS

13.1. DICE shall retain the ownership of any and all Intellectual Property Rights that may subsist in the DICE Platform, brand and logos.

13.2. During the Term of this Agreement, DICE grants a royalty-free, non-exclusive licence to the Client to use the DICE brand and logo in accordance with the terms and conditions of this Agreement and for the sole purpose of fulfilling its obligations under this Agreement, provided that the Client shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in DICE’s Intellectual Property Rights.

13.3. The Client shall provide DICE with a royalty-free, non-exclusive licence of any and all Intellectual Property Rights to the Client’s branding and logos in order to allow DICE to perform its obligations in accordance with this Agreement and market and promote the Event for the purpose of providing the Services.

13.4. In complying with the provisions of Clauses 13.2 and 13.3, the parties undertake to execute any such agreements and perform any such actions that may be necessary to put such licences into effect and shall each bear their own costs associated therewith.

14.  TERMINATION

14.1. DICE may terminate this Agreement immediately by giving written notice to the Client if:

14.1.1. any sum owing to DICE by the Client under any of the provisions of this Agreement is not paid within 14 days of the due date for payment;

14.1.2. The Client commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 10 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

14.1.3. an encumbrancer takes possession, or where the Client is a company, a receiver is appointed, of any of the property or assets of that other party;

14.1.4. The Client makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

14.1.5. the Client, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or reconstruction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the Client under this Agreement);

14.1.6. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other party;

14.1.7. The Client ceases, or threaten to cease, to carry on business; or

14.1.8. control of the Client is acquired by any person or connected persons not having control of that other Party on the date of this Agreement.  For the purposes of this Clause 9, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

14.2. The right to terminate this Agreement given by this Clause 9 shall not prejudice any other right or remedy of DICE in respect of the breach concerned (if any) or any other breach.

15.  CONSEQUENCES OF TERMINATION

15.1. On termination of the Agreement for any reason:

15.1.1. Any sum owing by the Client to DICE under any of the provisions of this Agreement shall become immediately due and payable;

15.1.2. any rights or obligations to which the Client may be entitled under and before termination of this agreement shall remain in full force and effect where they are expressly stated to survive such termination;

15.1.3. termination shall not affect or prejudice any right to damages or other remedy which the terminating party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which either party may have in respect of any breach of this Agreement which existed at or before the date of termination;

15.1.4. subject as provided in this Clause 10, and except in respect of any accrued rights, neither Party shall be under any further obligation to the other;

15.1.5. each party shall return to the other party any materials in which the ownership has not be transferred to that other party which have, for any reason, been provided for the purposes of this Agreement;

15.1.6. each party shall (except to the extent referred to in Clause 12) cease to use, either directly or indirectly, any Confidential Information, and shall forthwith return to the other Party any documents in its possession or control which contain or record any Confidential Information; and

15.1.7. each party shall cease use of any Intellectual Property Rights belonging to the other Party.

16.  LIMITATION OF LIABILITY AND INDEMNITY

16.1. The Client shall indemnify and hold harmless DICE, its subcontractors, agents and employees from and against any and all claims, costs and liabilities howsoever arising and of whatsoever nature and whether in contract or in tort, including injury to or death of any person or persons or loss of or damage to any property arising out of or in respect of the performance or failure to perform its obligations under this Agreement.

16.2. Except as expressly provided in this Agreement, DICE shall not be liable or responsible to the Client, either directly or indirectly, in contract, tort or otherwise (including any liability for negligence) for:

16.2.1. any loss of opportunity, consequential loss, revenue, business, contracts, anticipated savings or profits, or any loss of use of facilities;

16.2.2. any loss of use or corruption of software, data or information;

16.2.3. any loss of damage or goodwill;

16.2.4. any liability to any third party for the Client’s legal or contractual obligations or responsibilities in relation to the performance of the Campaign whatsoever; or

16.2.5. any special indirect or consequential loss howsoever arising.

16.3. For the purposes of sub-Clause 16.2.1, “anticipated savings” means any expense which either Party expects to avoid incurring or to incur in a lesser amount than would otherwise have been the case by reason of the use of the Services provided by the Service Provider under this Agreement.

16.4. Nothing in this Clause 16 shall be taken to limit or exclude any liability which DICE may have for (i) death or personal injury arising from DICE’s negligence (ii) fraud or fraudulent misrepresentation; or (iii) any liability that cannot be excluded or restricted by law.

16.5. Subject to Clause 16.8, DICE shall not be liable for Losses to the Client or any third party. 

16.6. Subject to Clause 16.8, DICE's total maximum liability whether in contract, tort (including negligence), breach of statutory duty or otherwise arising under or in connection with this Agreement shall not exceed an amount equivalent to the Service Fees paid to DICE.

16.7. Subject to Clause 16.8, DICE shall not be liable to any third party for any of the Client's legal or contractual obligations or responsibilities in relation to the performance of the Event whatsoever.

16.8. Notwithstanding the foregoing, nothing in the Agreement shall be taken to limit or exclude any liability which DICE may have for (i) death or personal injury arising from DICE's negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any liability that cannot be excluded or restricted by law.

17. DISCLAIMER OF WARRANTY

17.1. DICE expressly disclaims any warranty that the use of DICE's computer systems (including the DICE Services) or other online services (collectively “ Systems”) will be uninterrupted or that the Systems will be error free or that the specifications or functionality of the Systems will meet the Client's requirements.

17.2. If for any reason the Systems are interrupted, the Client agrees that DICE shall not be liable to the Client, any customer or any third party for any losses. However, if any interruptions are in DICE’s opinion within its reasonable control, the Client agrees to provide DICE with 10 Business Days within which to remedy any interruption and during which time the Client shall not be entitled to terminate this Agreement until DICE has had a reasonable opportunity to remedy any interruption(s). The Client shall take reasonable steps, where appropriate, to mitigate any losses incurred during any period where the Systems have been interrupted, which may include but is not limited to hosting on another website or platform.

17.3. DICE's Systems are provided to the Vendor on an “as-is” basis without any warranties of any kind, either express or implied, including without limitation warranties of merchantability or fitness for a particular purpose or use with respect to the Internet or use of information in connection with any Systems provided in this Agreement.

17.4. The Client acknowledges that electronic communications and databases are subject to errors, tampering and break-ins. While DICE agrees to take reasonable security precautions to avoid such occurrences, DICE does not guarantee or warrant that such events will not take place.

18. DATA PROTECTION

18.1. All personal information that DICE may use will be collected, processed and held in accordance with the Data Protection Legislation.

18.2. Each party will comply with all applicable requirements of the Data Protection Legislation. This Clause 18 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

18.3. For the purposes of the Data Protection Legislation and in this Clause 18, the Client is the “Controller” and DICE is the “Processor”.

18.4. Without prejudice to the generality of Clause 18.1, the Controller will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Processor for the duration and purposes of the Agreement.

18.5. Without prejudice to the generality of Clause 18.1, the Processor shall, in relation to any personal data processed in connection with the Processor’s performance of its obligations under the Agreement:

18.5.1. process that personal data only on the instruction of the Controller unless the Processor is required or permitted by applicable laws to otherwise process that personal data;

18.5.2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

18.5.3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;

18.5.4. not transfer any personal data outside of the European Economic Area unless (a) it is required or permitted pursuant to applicable law or regulations, or (b) the prior consent of the Controller has been obtained and the following conditions are fulfilled: (i) the Controller or the Processor has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; (iii) the Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and (iv) the Processor complies with reasonable instructions notified to it in advance by the Controller with respect to the processing of the personal data;

18.5.5. provide reasonable assistance to the Controller, at the Controller’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

18.5.6. notify the Controller without undue delay on becoming aware of a personal data breach;

18.5.7. on termination of the agreement or at the written direction of the Controller, delete or return personal data and copies thereof to the Controller unless required by applicable law or disaster recovery procedures to store the personal data; and

18.5.8. maintain complete and accurate records and information to demonstrate its compliance with this Clause 12 and promptly inform the Controller if, in the opinion of the Processor, an instruction infringes the Data Protection Legislation.

18.6. The Processor shall not sub-contract any of its obligations to a sub-processor with respect to the processing of personal data under this Clause 18 without the prior written consent of the Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints a sub-processor, the Processor shall:

18.6.1. Enter into a written agreement with the sub-processor, which shall impose upon the sub-processor the same obligations as are imposed upon the Processor by this Clause 18, and which shall permit the Processor and Controller to enforce those obligations; and

18.6.2. ensure that the sub-processor complies fully with its obligations under that agreement and the Data Protection Legislation.

18.7. Complete details of DICE’s collection, processing, storage and retention of personal data including, but not limited to the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Client’s rights and how to exercise them, and personal data sharing (where applicable) can be found in DICE’s Privacy Policy).

19.  GENERAL

19.1.  Force majeure. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. In the event that a party to this Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 1 month, the other party may at its discretion terminate this Agreement by written notice at the end of that period.  In the event of such termination, the parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination.  Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.

19.2.  Assignment and other dealings

19.2.1. DICE shall be entitled to perform any of the obligations undertaken by it through any other member of its Group or through suitably qualified and skilled sub-contractors.  Any act or omission of such other member or sub-contractor shall, for the purposes of this Agreement, be deemed to be an act or omission of DICE.

19.2.2. The Client may not assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

19.3.  Costs

19.3.1. Subject to any provisions to the contrary each Party to this Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.

19.3.2. The Client shall not be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under this Agreement or any other agreement at any time.

19.4.  Variation. Except as set out in these Conditions, no variation of the Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

19.5.  No Waiver. A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

19.6.  Further Assurance. Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this Agreement into full force and effect.

19.7.  Non-Solicitation.

19.7.1. Neither Party shall, for the term of this Agreement and for a period of 12 months after its termination or expiry, employ, deal with or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to this Agreement.

19.7.2. Neither Party shall, for the term of this Agreement and for a period of 12 months after its termination or expiry, solicit or entice away or accept business from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party.

19.8.  Third party rights. No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement. Subject to this Clause 19.8, this Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.

19.9.  Notices.

19.9.1. All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

19.9.2. Notices shall be deemed to have been duly given: (i) when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or (ii) when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or (iii) on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or (iv) on the tenth business day following mailing, if mailed by airmail, postage prepaid.

19.9.3. In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

19.10.  Entire Agreement.

19.10.1. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.10.2. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.

19.10.3. Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

19.11.  Counterparts. The Agreement may be executed in any number of counterparts each of which when executed and delivered by one or more of the parties shall constitute an original but all of which shall constitute one and the same instrument.

19.12.  Severance. If any provision or part-provision of the 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. Any modification to or deletion of a provision or part-provision under this Clause 13.12 shall not affect the validity and enforceability of the rest of the Agreement.

19.13.  Dispute Resolution. The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between their appointed representatives who have the authority to settle such disputes. If negotiations under this Clause 19.13 do not resolve the matter within 30 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (‘ADR’) procedure. Nothing in this Clause 19.13 shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief. The Parties hereby agree that the decision and outcome of the final method of dispute resolution under this Clause 19.13 shall be final and binding on both Parties.

19.14.  Governing law. This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with English law. Subject to the provisions of Clause 19.13, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England.