SUPPLIER AGREEMENT



This agreement has been entered into on the date stated at the beginning of it.

1.2   Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3   A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4   The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.5   A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6   Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7   Unless the context otherwise requires, a reference to one gender shall include a reference to the other
       genders.

1.8   This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives,

        successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted

        assigns.

1.9   A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

1.10  A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute

        or statutory provision.

1.11   A reference to writing or written includes fax and email.

1.12  Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.13  A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such

        other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.

1.14  References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of

        the relevant Schedule.

1.15 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall   

       not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. COMMENCEMENT AND DURATION

2.1  This agreement shall commence on the date when it has been signed by all the parties and shall continue, unless terminated earlier in

       accordance with clause 14 (Termination), until the first anniversary of the commencement of this agreement when it shall terminate

       automatically without notice.

2.2  The Supplier shall provide the Services to Kangaroo in accordance with this agreement from the date of

        this agreement

3. SUPPLIER'S RESPONSIBILITIES

3.1   For each project, Kangaroo and the Supplier shall complete a template Schedule 1 and Schedule 2.

3.2  The Supplier shall:

(a) provide the Services and the Deliverables in accordance with Schedule 1;

(b) ensure that the Services and Deliverables will conform in all respects with Schedule 1 and that the Deliverables shall be fit for any purpose expressly or implicitly made known to the Supplier by Kangaroo;

(c) perform the Services with the highest level of care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;

(d) ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of the best quality and are free from defects in workmanship, installation and design;

(e) the Supplier shall not bring the name of Kangaroo into disrepute;

(f) co-operate with Kangaroo in all matters relating to the Services, and comply with Kangaroo's instructions;

(g) before the date on which the Services are to start, obtain and at all times, maintain during the term of this agreement, all necessary licences and consents and comply with all Applicable Laws in relation to:

(i) the Services; and

(ii) the installation and use of the Supplier's Equipment;

(h) observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of Kangaroo's premises from time to time and that have been communicated to it under clause 4.1(f). Kangaroo reserves the right to refuse any of the Supplier's personnel involved in the provision of the Services access to Kangaroo's premises, which shall only be given to the extent necessary for the performance of the Services;

(i) hold all Kangaroo Materials in safe custody at its own risk and maintain Kangaroo Materials in good condition until returned to Kangaroo, and not dispose of or use Kangaroo Materials other than in accordance with Kangaroo's written instructions or authorisations;

(j) take good care of any of Kangaroo's Equipment provided by Kangaroo pursuant to clause 4.1(e);

(k) not do or omit to do anything which may cause Kangaroo to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business.

3.3   Time is of the essence in relation to any performance dates or Milestones for the Supplier. If the Supplier fails to meet the relevant deadlines,

         then (without prejudice to Kangaroo's right to terminate this agreement and any other rights it may have), Kangaroo may:

(a) refuse to accept any subsequent performance of the Services which the Supplier attempts to make;

(b) purchase substitute services from elsewhere and reclaim from the Supplier any additional costs incurred as a result of procuring such services from a third party instead of the Supplier;

(c) hold the Supplier accountable for any loss and additional costs incurred; and

(d) have any sums previously paid by Kangaroo to the Supplier in respect of the affected Services refunded by the Supplier. 3.4 In relation to the Supplier's personnel, the Supplier shall:

(i) use the Key Personnel in the provision of the Services;

(ii) ensure that all personnel involved in the provision of the Services have suitable skills and experience to enable them to perform the tasks assigned to them, and that such personnel are in sufficient number to enable the Supplier to fulfil its obligations under this agreement;

(iii) ensure that the Supplier's Manager has authority to bind the Supplier on all matters relating to the Services (including by signing Change Orders);

(vi) promptly inform Kangaroo of the absence (or the anticipated absence) of any of the Key Personnel, and if so required by Kangaroo, provide a suitably qualified replacement for such individual; and

(v) use its best endeavours not to make any changes to the Key Personnel throughout the term of this agreement and obtain the prior (written) approval of Kangaroo (such approval not to be unreasonably withheld or delayed) to any replacements for such individuals.

4. KANGAROO'S OBLIGATIONS

4.1   Kangaroo shall:

(a) co-operate with the Supplier in all matters relating to the Services;

(b) ensure that Kangaroo's Manager has authority to bind Kangaroo on all matters relating to the Services (including by signing Change Orders);

(c) provide access to Kangaroo's premises and data and other facilities as may reasonably be requested by the Supplier and agreed with Kangaroo in writing in advance, for the purposes of the Services;

(d) provide to the Supplier all documents, information, items and materials required under Schedule 1;

(e) provide Kangaroo's Equipment to the Supplier by the dates specified and in the manner prescribed in Schedule 1; and

(f) inform the Supplier of all health and safety and security requirements that apply at Kangaroo's premises which the Supplier will require access to.

5. CHANGE CONTROL

5.1   Either party may propose changes to the scope or execution of the Services, but no proposed changes shall come into effect until a relevant

        Change Order has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect those

        changes will have on:

(a) the Services;

(b) the Charges (and any additional expenses);

(c) the timetable for the Services; and

(d) any terms of this agreement.

5.2   If Kangaroo wishes to make a change to the Services:

(a) it shall notify the Supplier, providing as much detail as is reasonably necessary to enable the Supplier to prepare the draft Change Order; and

(b) the Supplier shall, within 24 hours of receiving Kangaroo's request at clause 5.2(a), provide a draft Change Order to Kangaroo.

5.3   If the Supplier wishes to make a change to the Services, it shall provide a draft Change Order to Kangaroo.

5.4   If the Supplier submits a draft Change Order in order to comply with any applicable safety or regulatory requirements and such changes do not

         affect the nature, scope of, or charges for the Services, Kangaroo shall not unreasonably withhold or delay consent to it.

5.5   If the parties:

(a) agree to a Change Order, they shall sign it and that Change Order shall amend this agreement; or

(b) are unable to agree a Change Order, in which case the Services shall not change or may be terminated.

6. CHARGES AND PAYMENT

6.1    In consideration of the provision of the Services by the Supplier, Kangaroo shall pay the Charges.

6.2   Where the Charges are calculated on a time and materials basis:

(a) the Supplier's daily fee rates for each individual person as set out in Schedule 2 are calculated on the basis on an eight-hour day, worked during Business Hours;

(b) the Supplier shall not be entitled to charge on a pro rata basis for part days worked by the Supplier's team during Business Hours, unless it has Kangaroo's prior written consent to do so;

(c) the Supplier shall ensure that every individual whom it engages on the Services completes time sheets to record time spent on the Services, and the Supplier shall indicate the time spent per individual in its invoices.

6.3   The Charges shall exclude the following costs which shall be payable by Kangaroo monthly in arrears, subject to submission of an appropriate

         invoice:

(a) the cost to the Supplier of any materials or services procured by the Supplier from third parties for the provision of the Services as such items and their cost are specified in Schedule 1 or approved by Kangaroo in advance from time to time.

6.4   The Supplier shall invoice Kangaroo for the Charges at the intervals specified, or on the achievement of the Milestones indicated in Schedule 1. If

         no intervals are specified, the Supplier shall invoice Kangaroo at the end of each month for Services performed during that month.

6.5   Unless agreed otherwise, Kangaroo shall pay each invoice submitted to it by the Supplier within 30 days of receipt to a bank account nominated

         in writing by the Supplier. Any payment profiles shall be agreed between the parties.

6.6   If Kangaroo fails to make a payment due to the Supplier under this agreement by the due date, then, without limiting the Supplier's remedies

         under clause 14 (Termination), Kangaroo shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether

         before or after judgment. Interest under this clause 6.6 will accrue each day at 1% a year above the Bank of England's base rate from time to

         time, but at 1% a year for any period when that base rate is below 0%.

6.7   If Kangaroo disputes a payment in good faith, then the interest payable under clause 6.6 is only payable after the dispute is resolved, on sums

         found or agreed to be due, from the after the dispute is resolved until payment.

6.8   Kangaroo may, at any time set off any liability of the Supplier to Kangaroo against any liability of Kangaroo to the Supplier, whether either

         liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. If the liabilities to be set off

         are expressed in different currencies, Kangaroo may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise

         by Kangaroo of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.

7. INTELLECTUAL PROPERTY RIGHTS

7.1   In relation to Kangaroo Materials:

(a) Kangaroo and its licensors shall retain ownership of all Intellectual Property Rights in Kangaroo Materials; and

(b) Kangaroo grants to the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify Kangaroo Materials for the term of this agreement for the purpose of providing the Services to Kangaroo.

7.2   In relation to the Deliverables:

(a) the Supplier assigns to Kangaroo or its customer, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the Deliverables;

(b) the Supplier shall obtain waivers of all moral rights in the Deliverables to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction;

(c) the Supplier shall at all times permit Kangaroo full access to the Deliverables and make available to Kangaroo including but not limited to any passwords, raw files, URLs, images or other elements of the Deliverables and shall under no circumstances be permitted to withhold such Deliverables or hold such Deliverables as “ransom” or demand;

(d) the Supplier shall, promptly at Kangaroo's request, do (or procure to be done) all such further acts and things and the execution of all such other documents as Kangaroo may from time to time require for the purpose of securing for Kangaroo or its customer all right, title and interest in and to the Intellectual Property Rights assigned to Kangaroo in accordance with clause 7.2(a).

7.3   The Supplier:

(a) warrants that the receipt, use and onward supply of the Services and the Deliverables (excluding Kangaroo Materials) by Kangaroo shall not infringe the rights, including any Intellectual Property Rights, of any third party; and

(b) shall indemnify Kangaroo in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Kangaroo arising out of, or in connection with, the receipt, use or supply of the Services and the Deliverables (excluding Kangaroo Materials).

7.4   If the Supplier is required to indemnify Kangaroo under this clause 7, Kangaroo shall:

(a) notify the Supplier in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 7.3(b) (IPRs Claim);

(b) allow the Supplier, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Supplier shall obtain Kangaroo's prior approval of any settlement terms, such approval not to be unreasonably withheld;

(c) provide the Supplier with such reasonable assistance regarding the IPRs Claim as is required by the Supplier, subject to reimbursement by the Supplier of Kangaroo's costs so incurred; and

(d) not, without prior consultation with the Supplier, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Supplier considers and defends any IPRsClaim diligently, using competent counsel and in such a way as not to bring the reputation of Kangaroo into disrepute.

8. INSURANCE

8.1   During the term of this agreement and unless otherwise agreed, the Supplier shall maintain in force, with a reputable insurance company,

        professional indemnity insurance at an amount not less than £5 million and public liability insurance at an amount not less than £5 million to

        cover the liabilities that may arise under or in connection with this agreement and shall produce to Kangaroo on request both the insurance

        certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

9. COMPLIANCE WITH LAWS AND POLICIES

9.1   In performing its obligations under this agreement, the Supplier shall comply with the Applicable Laws and the Supplier will inform Kangaroo as

        soon as it becomes aware of any changes in the Applicable Laws

  10. DATA PROTECTION

10.1  Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve,

        remove or replace, a party's obligations or rights under the Data Protection Legislation.

10.2  The parties acknowledge that for the purposes of the Data Protection Legislation, Kangaroo is the controller and the Supplier is the processor.

         Without prejudice to the generality of clause 10.1, Kangaroo will ensure that it has all necessary appropriate consents and notices in place to

         enable lawful transfer of the personal data to the Supplier for the duration and purposes of this agreement.

10.3  Without prejudice to the generality of clause 10.1, the Supplier shall, in relation to any personal data processed in connection with the

         performance by the Supplier of its obligations under this agreement:

(a) process that personal data only on the documented written instructions of Kangaroo unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on the laws of a member of the European Union or European Union Law as the basis for processing personal data, the Supplier shall promptly notify Kangaroo of this before performing the processing required by the Applicable Laws unless those applicable Laws prohibit the Supplier from so notifying Kangaroo;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by Kangaroo, 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);

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

(d) not transfer any personal data outside of the European Economic Area unless the prior written consent of Kangaroo has been obtained and the following conditions are fulfilled:

(i)  Kangaroo or the Supplier has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) the Supplier 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 Supplier complies with reasonable instructions notified to it in advance by Kangaroo with respect to the processing of the personal data;

(e) assist Kangaroo, at Kangaroo'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;

(f) notify Kangaroo without undue delay on becoming aware of a personal data breach;

(g) at the written direction of Kangaroo, delete or return personal data and copies thereof to Kangaroo on termination of the agreement unless required by Applicable Law to store the personal data; (and)

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 13 and allow for audits by Kangaroo or Kangaroo's designated auditor] and immediately inform Kangaroo if, in the opinion of the Supplier, an instruction infringes the

         Data Protection Legislation; and

(i) indemnify Kangaroo against any loss or damage suffered by Kangaroo in relation to any breach by the Supplier of its obligations under this clause 13.

10.4   Kangaroo does not consent to the Supplier appointing any third party processor of personal data under this agreement. Either party may, at

          any time on not less than 30 days' notice, revise this clause 13 by replacing it with any applicable controller to processor standard clauses or

          similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

11. RESTRICTIONS

11.1   In order to protect the legitimate business interests of Kangaroo, the Supplier covenants with the Kangaroo that it shall not (except with the prior

        written consent of Kangaroo) solicit or entice away (or attempt to solicit or entice away) from Kangaroo the business or custom of any

        Restricted Customer.

11.2  The Supplier shall be bound by the covenant set out in clause 11.1 during the term of this agreement,

        and for a period of 12 months after termination or expiry of this agreement.

11.3  For the purposes of this clause 11, 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 Kangaroo serviced by the Supplier

        (whether through the provision of Deliverables or other services to the Restricted Customer) as a customer of Kangaroo for the Services.

11.4  In the event that a Restricted Customer approaches the Supplier directly, the Supplier shall direct them back to Kangaroo for assistance.

  12. CONFIDENTIALITY

12.1   Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs,

         Kangaroo, clients or suppliers or the other party, except as permitted by clause 12.2.

12.2  Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 12; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3  No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or

         in connection with this agreement.

13. LIMITATION OF LIABILITY

13.1  Nothing in this agreement:

(a) shall limit or exclude the Supplier's or Kangaroo's liability for:

(i) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;

(ii) fraud or fraudulent misrepresentation;

(iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) any other liability which cannot be limited or excluded by applicable law; or

(b) shall limit or exclude the Supplier's liability under clause 7.3(b) (IPR indemnity) or clause 10.3(i) (Data processing indemnity)).

13.2  Subject to clause 13.1:

(a) neither party to this agreement shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with this agreement;

(b) the Supplier's total liability to Kangaroo, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to 100% of the total annual charges (calculated by reference to the charges in successive 12-month periods from the date of this agreement) paid and payable by Kangaroo under this agreement; and

(c) Kangaroo's total liability to the Supplier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to 100%) of the total charges paid by Kangaroo under this agreement.

13.3   Notwithstanding clause 13.2(a), the losses for which the Supplier assumes responsibility and which shall (subject to clause 13.2(b)) be recoverable by Kangaroo include:

(a) sums paid by Kangaroo to the Supplier pursuant to this agreement, in respect of any services not provided in accordance with the terms of this agreement;

(b) wasted expenditure;

(c) additional costs of procuring and implementing replacements for, or alternatives to, the Services, including consultancy costs, additional costs of management time and other personnel costs and costs of equipment and materials;

(d) losses incurred by Kangaroo arising out of or in connection with any claim, demand, fine, penalty, action, investigation or proceeding by any third party (including any subcontractor, Supplier personnel, regulator or Kangaroo of Kangaroo) against Kangaroo caused by the act or omission of the Supplier;

(e) anticipated savings;

13.4   No amount awarded or agreed to be paid under the indemnity in clause 7.3(b) (IPR indemnity) or clause 10.3(i) (Data processing indemnity)

          shall count towards the cap on the Supplier's liability under clause 13.2(b).

13.5   The rights of Kangaroo under this agreement are in addition to, and not exclusive of, any rights or remedies provided by the common law.

  14. TERMINATION

14.1   Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written

         notice to the other party if:

(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 10 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified (in writing) to do so;

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or [(being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986;

(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);

(f) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

(g) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.1(c) to clause 14.1(i) (inclusive); and

(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

  15. CONSEQUENCES OF TERMINATION

15.1   On termination or expiry of this agreement:

(a) the Supplier shall immediately deliver to Kangaroo all Deliverables whether or not then complete, and return all of Kangaroo Materials and Kangaroo's Equipment. If the Supplier fails to do so, then Kangaroo may enter the Supplier's premises and take possession of them. Until they have been delivered or returned, the Supplier shall be solely responsible for the safe keeping of all Deliverables, Kangaroo Materials and Kangaroo's Equipment in its possession and will not use them for any purpose not connected with this agreement; and

(b) the Supplier shall, if so requested by Kangaroo, provide all assistance reasonably required by Kangaroo to facilitate the smooth transition of the Services to Kangaroo or any replacement supplier appointed by it.

(c) the following clauses shall continue in force: clause 1 (Interpretation), clause 7 (Intellectual Property Rights), clause 12 (Confidentiality), clause 13 (Limitation of liability), clause 15 (Consequences of termination), clause 16 (Inadequacy of damages), clause 19 (Governing law) and clause 20 (Jurisdiction).

15.2   Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the

          date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the

          date of termination or expiry.

16. INADEQUACY OF DAMAGES

16.1   Without prejudice to any other rights or remedies that Kangaroo may have, the Supplier acknowledges and agrees that damages alone would

         not be an adequate remedy for any breach of the terms of this agreement by the Supplier. Accordingly, Kangaroo shall be entitled to the

         remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this agreement.

17. MISCELLANEOUS

17.1   The Supplier shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its

         rights and obligations under this agreement.

17.2   Subject to clause 5 (Change control), no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their

          authorised representatives).

17.3   A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any

          subsequent right or remedy.

17.4   A failure or delay by a party to exercise any right or remedy provided under this 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 this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17.5   If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not

          affect the validity and enforceability of the rest of this agreement.

17.6   If any provision or part-provision of this agreement is deemed deleted under clause 17.5 the parties shall negotiate in good faith to agree a

          replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.7   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.

17.8   Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute

          any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

17.9   Each party confirms it is acting on its own behalf and not for the benefit of any other person.

17.10  This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

18. COUNTERPARTS

18.1    This agreement may be executed in any number of counterparts, each of which when executed shall

          constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

18.2   Transmission of the executed signature page of a counterpart of this agreement by (a) fax or (b) email (in PDF, JPEG or other agreed format)

          shall take effect as delivery of an executed counterpart of this agreement. If either method of delivery is adopted, without prejudice to the

          validity of the agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible

          thereafter.

  19. GOVERNING LAW

19.1   This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject

         matter or formation shall be governed by and construed in accordance with the law of England and Wales.

20. JURISDICTION

20.1   Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including

          non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

BACKGROUND

(a) Kangaroo has specialist skill and expertise in providing a range of sales marketing solutions, including brand and creative design,          website design and build, digital marketing, social media management, support and maintenance, print management and video and      animation services. 

(b) However, from time to time, Kangaroo requires the services of the Supplier to supplement the services provided by Kangaroo.

(c) Kangaroo wishes to obtain and the Supplier wishes to provide such services on the terms set out in this agreement.

AGREED TERMS

1. INTERPRETATION

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions

Affiliate:

Any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

Applicable Laws:

All applicable laws, statutes, regulations from time to time in force.

Business Day:

A day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours:

The period from 9.00 am to 5.00 pm on any Business Day.

Change Order:

Has the meaning given in clause 5.1.

Charges:

The sums payable for the Services, as set out in Schedule 2.

Control:

Has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures:

As defined in the Data Protection Legislation.

Kangaroo's Equipment:

Any equipment, including tools, systems or facilities, provided by Kangaroo, its agents, subcontractors or consultants which is used directly or indirectly in the supply of the Services including any such items specified in Schedule 1.

Kangaroo's Manager:

The individual identified from time to time being the person responsible for managing the Services on behalf of Kangaroo.

Kangaroo Materials:

All documents, information, items and materials in any form (whether owned by Kangaroo or a third party such as Kangaroo’s customer), which are provided by Kangaroo to the Supplier in connection with the Services, including the items provided pursuant to clause 4.1(d).

Data Protection Legislation:

The UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications)[; and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

Deliverables:

Any outputs of the Services and any other documents, products and materials provided by the Supplier to Kangaroo as specified in Schedule 1 and any other documents, products and materials provided by the Supplier to Kangaroo in relation to the Services (excluding the Supplier's Equipment).

Intellectual Property Rights:

Patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how ) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Key Personnel:

The Supplier's Manager and the individuals identified from time to time, or any replacement individuals appointed by the Supplier pursuant to clause 3.4(d) and clause 3.4(e).

Milestones:

A date by which a part of the Services is to be completed, as may be set out in Schedule 1.

Services:

The services set out in Schedule 1, including services which are incidental or ancillary to such services.

Supplier's Equipment:

Any equipment, including tools, systems, cabling or facilities, provided by the Supplier, its agents, subcontractors or consultants to Kangaroo and used directly or indirectly in the supply of the Services, including any such items specified in Schedule 1.

Supplier's Manager:

The individual identified from time to time, or any replacement individual appointed by the Supplier pursuant to clause 3.4(d) and clause 3.4(e), being the person responsible for managing the Services on behalf of the Supplier.

UK Data Protection Legislation:

All applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Schedule 1

Service Template (to be completed for each project)

• Services: (LIST SERVICES PROVIDED UNDER THIS AGREEMENT)
• (Service Levels:)
• Kangaroo Materials: (SPECIFY)
• Kangaroo's Equipment: (SPECIFY)
• Supplier's Equipment: (SPECIFY)
• Milestones: (Milestones can be set out here, or in Schedule 2 with the payment terms if payment is related to Milestones.)
• Timetable: (TIMETABLE FOR PERFORMANCE OF SERVICES)
• Deliverables: (DELIVERABLES FOR SERVICES)
• Acceptance criteria: (ACCEPTANCE CRITERIA)

Schedule 2

Charges, cost and payment (to be completed for each project)

Fixed Price

• The total charge for the Services are:                                  (Calculation Method)
• Fixed price is calculated as follows:                                     £ (Amount)

Time and Materials

• Daily rate for the Supplier:                                                       £ (Specify)
• The weekend and overtime rate for the Supplier             £ (Specify)