This page contains a sample of the Terms and Conditions for the provision of any work or service that King's Digital Lab have been instructed to complete including, but not limited to, research projects, software development projects or item of consultancy.
In practice, these terms will be supplied in full to the partners, clients and collaborators involved in the work or service, accompanied by a Scheme of Work detailing the deliverables.
For more information on how King's Digital Lab works to complete these services, please visit the pages regarding our development philosophy and rationale.
For terms relating to the use of this website (kdl.kcl.ac.uk) please visit our Privacy Policy Page.
TERMS & CONDITIONS
The Services
The services supplied under this Agreement to fulfil the attached SoW (the ‘Services’) are provided by King’s College London (‘KCL’), acting through one of its academic departments, King’s Digital Lab.
KCL shall carry out the Services in accordance with Good Industry Practice. ‘Good Industry Practice’ means standards, practices, methods and procedures conforming to the law and the degree of skill and care, diligence, prudence and foresight that would reasonably and ordinarily be expected from a skilled and experienced person or body engaged in a similar type of undertaking under the same or similar circumstances.
If the Client reasonably believes that the way in which KCL is performing the Services is deficient, it shall notify KCL in writing at the earliest possible opportunity, giving full details of the perceived deficiencies. The parties shall then discuss the matter in good faith to establish where any deficiencies may lie and an appropriate course of action to deal with them, as part of which KCL shall remedy any agreed faults within an agreed, reasonable period generally not exceeding 21 working days. If the parties are unable to agree on a course of action, they shall initiate the dispute resolution process set out in this Agreement.
In the event that KCL is delayed, prevented or hindered from performing any of its obligations in this Agreement by circumstances beyond its reasonable and direct control, KCL shall be excused from that performance for as long as such circumstances reasonably persist, but shall take all reasonable steps to minimise the effects on the performance of this Agreement. Should KCL be so delayed, prevented or impeded, it shall promptly inform the Client of the nature of the relevant cause and its likely duration.
Confidentiality & Intellectual Property
Any data, information or materials which the Client supplies to KCL in the course of this Agreement shall represent Confidential Information and/or Background IP (as defined below) belonging to the Client. KCL shall keep confidential all information supplied to it by the Client in connection with the Services (‘Confidential Information’), and shall not disclose Confidential Information to third parties or members of its staff or students outside the team performing the Services without the Client’s prior written consent; where consent is granted, KCL shall only disclose Confidential Information under legally-binding confidentiality agreements on terms no less onerous than those in this Agreement The obligations of confidentiality herein shall survive expiry or termination of this Agreement by 5 years and shall not apply to information which KCL can clearly demonstrate by written record: (i) enters the public domain through no fault of KCL; (ii) becomes lawfully available to KCL from an unconnected third party under no obligations of confidentiality or with the lawful right to make such a disclosure; (iii) has been independently developed or conceived for or by KCL without reference to the the Client ‘s Confidential Information; or (iv) KCL is required to disclose by law or a regulation, in which circumstances it shall wherever practicable give reasonable advance notice of the intended disclosure to the Client, and the relaxation of the obligations of confidentiality shall apply only for as long as necessary to comply with the relevant law or regulation and solely for the purposes of such compliance.
Nothing in this Agreement shall affect the ownership of intellectual property rights existing prior to this Agreement or generated outside of its scope (‘Background IP’). Any developments and/or modifications to Background IP belonging to a party made in the course of carrying out the Services shall be the property of the party owning that Background IP.
Liability
KCL shall assume liability, including liability for financial reimbursement, towards the Client for any act, omission or default for which it may become liable under the terms of this Agreement to the extent that such liability is the result of an act, omission or default of KCL. The Client shall nevertheless use its reasonable endeavours to mitigate any losses it may incur. Neither party can be liable to the other for any claims or demands arising out of this Agreement for loss of income, profits, turnover, business, opportunity, goodwill, economic loss, indirect loss or consequential loss, no matter how arising and whether by breach or by negligence and whether in contract, tort or otherwise. To the maximum extent permitted by law, the terms and conditions in this Agreement are in place of any warranties, obligations or conditions implied by law, trade usage or custom. This clause shall not limit or exclude any liability that may not be limited or excluded in law, such as solely by way of example, liability for death or personal injury.
KCL Hosting Protocols
If in its reasonable opinion KCL believes that the content of the online resource hosted under this Agreement may bring KCL’s or King’s Digital Lab’s reputation and integrity into disrepute, either directly or indirectly (e.g. by inference), be prejudicial to its interests as a university and charity and/or may contain material that is:
(i) offensive, libellous, illegal, false and/or contrary to accepted standards of public decency, or that may promote or involve behaviours or beliefs that are offensive, criminal, corrupt, create an actual or perceived conflict of interest; or
(ii) contrary to, or may lead to, breaches of applicable laws, regulations, policies and requirements (including those relating to equal opportunity matters such as race and gender equality, diversity and bias, disability, age, hate speech, radicalisation, religious beliefs as well as sexual and gender orientation, including KCL’s own policies, which are set out at https://www.kcl.ac.uk/hr/diversity);
KCL reserves its right to turn off all or part of the online resource as it sees fit. When doing so, KCL shall give the Client as much due notice of its intentions as is reasonably possible, but reserves its right to act summarily. The parties shall resolve all matters relating to such action by KCL through the dispute resolution process set out elsewhere in this Agreement.
General
Neither party shall use the other’s name, crest, logo or trademarks, or the name of any of its staff or students, nor imply their identity, in connection with this Agreement without the express written permission of that party or individual, except that nothing in this clause shall restrict, delay, impede or prevent a party from using the other party’s name when making disclosures under applicable freedom of information legislation or in its own reports or internal literature.
Either party may terminate this Agreement by giving notice in writing to the other party subject to a minimum of 30 working days’ notice; KCL will refund fees on a pro rata basis once its costs and uncancellable commitments have been taken into account. Termination of this Agreement shall not affect the survival of any clauses or provisions herein which are stated, or which by their nature are intended, to continue after termination or expiry.
This Agreement supersedes and terminates all other agreements, terms, understandings and representations regarding the Services between the parties and constitutes the entire agreement between them concerning the Services. This clause shall not exclude liability for fraudulent representation or concealment made prior to this Agreement coming into force. No failure to exercise or delay in the exercise of any right or remedy which any party may have under this Agreement or in connection with this Agreement shall operate as a waiver that right or remedy.
This Agreement is made and shall be interpreted in accordance with the laws of England and Wales. In the event of any difference or dispute arising from this Agreement, the parties will endeavour to settle such matters between themselves in good faith, initially at an operational level, but if this is not successful within 14 days, through their appropriate responsible senior officers. Should the parties be unable to resolve matters within a further period of 25 working days, they shall refer the matter promptly for final, binding resolution using Alternative Dispute Resolution techniques by either (i) the Centre for Effective Dispute Resolution if both parties are based in the UK or (ii) the International Chamber of Commerce if one of the parties is based outside the UK. The language of any such proceedings shall be English.
Nothing in this Agreement shall confer or purport to confer on any third party any benefit or any right to enforce any term of this Agreement.
Each party shall fully comply with applicable anti-bribery legislation and neither party shall engage in any activity, practice or conduct which would constitute an offence under that legislation.