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Make UK Subscription services: Terms and conditions

1. Definitions 
 
“Anniversary Date”: 12 months from the date of initial service commencement and every 12 months thereafter, or in the case of upgrade or downgrade to your subscription service, 12 months from the date of such change in subscription service and every 12 months thereafter. 
 
“Associate Member”: any organisation that purchases any HR & Legal service and who is not also a Core Member of Make UK. 
 
“Customer”: any organisation which signs up to a subscription service level or takes any pay-as-you-go HR & Employment Law services. 
 
“Documentation”: HR and/or Health & Safety (H&S) material as provided by MAKE UK. 
 
“MAKE UK”: Means EEF Limited (registered number 05950172) a company limited by guarantee and covers all brands within the MAKE UK family. 
 
“Core Member”: any organisation whose business activities fall into the manufacturing or adjacent sectors as determined by MAKE UK from time to time, and has an entitlement to access and subsequently purchases MAKE UK’s core membership product. 
 
“Minimum Term”: 12 months from the date of service commencement (or longer as agreed between the Customer and MAKE UK) plus six months’ notice period thereafter. 
 
“Notice Period”: six calendar months after expiration of the minimum term 
 
“Operational working hours”: Monday to Friday 9am – 5.30pm excluding weekends, bank holidays and any other days MAKE UK offices are formally closed, to be notified to the customer in advance of such closure. 
 
“PAYG Fees”: temporary uplift in subscription fees, and other one-off fees, immediately payable in full, to cover Tribunals, Settlement agreements and any other contracted work outside of MAKE UK’s standard Subscription Service offerings. 
 
 “PAYG Services”: services which are provided outside of the Subscription Service which are subject to additional PAYG fees. 
 
“Services”: incorporates both subscription services and PAYG services. 
 
“Subscription Fees”: fees applicable to the subscription service elected for a subscription period. 
 
“Subscription Period”: a period of 12 months from the initial date of service commencement and thereafter 12 months from the anniversary date or date of any upgrade/downgrade of service. 
 
“Subscription Service”: any services paid for in advance on a recurring basis for an agreed period of time as part a bundled package or any bespoke package as agreed between the Customer and Make UK.  
 
2. These terms 
 
2.1 These terms and conditions apply to any and all Subscription Services supplied by Make UK to the Customer for HR/Employment law and Health, Safety & Sunstainability services along with any PAYG services. Additional separate terms and conditions will apply to any training and consultancy purchased separately outside of a Subscription Service. 
 
2.2    These terms and conditions will prevail over any terms and conditions used, contained, set out or referred to in any documents sent by you to us. 
 
2.3    These terms and conditions may be varied by MAKE UK from time to time.  MAKE UK will give you one months’ notice prior to any such change taking effect. If you do not accept the revised terms then you will be entitled to terminate your contract in accordance with clause 20 on termination, with pre-existing terms and conditions applying up to the Anniversary Date or any service cessation. 
 
3. Minimum term & contract renewal 
 
3.1   Subscription Services are subject to a Minimum Term of at least 12 months.  
 
3.2 After expiry of the Minimum Term you may terminate the service by providing no less than six calendar months’ written notice in accordance with clause 20.1. Otherwise your Subscription Service will continue indefinitely until the expiry of any served Notice Period thereafter. 
 
 
3.3 Where a Customer contracts with MAKE UK for a service contract period of greater than 12 months, the agreed duration of the contract will form the Minimum Term, with automatic continuation of service thereafter until expiry of the Notice Period. Notice can only be given after expiration of the Minimum Term. 
 
4.  General HR & Employment Law terms 
 
4.1    None of our advice shall be used by any law firm or by any other adviser without our express written consent. MAKE UK reserves the right not to comment on the advice provided by any other solicitor or adviser or by in-house staff, although a second opinion may be provided. 
 
4.2    Unless you subscribe to the Level 2 service option which includes MAKE UK’s settlements support service, or accordingly buy tribunal and/or settlement agreement support on a PAYG basis or under Level 3, MAKE UK will not generally communicate with any other party on your behalf or enter into settlement negotiations. MAKE UK will not attend any employment tribunal or other hearing on your behalf unless you have paid for the relevant Subscription Service or PAYG Service. Litigation support is not provided in relation to health and safety, environmental or other any legal matters or claims save to the extent these may be raised in an employment claim (and then only if you have subscribed to or bought on a PAYG basis MAKE UK’s tribunals and/or settlements support). 
 
4.3    MAKE UK may refuse to act for you on any matter if: a) acting for you might give rise to a conflict of interest; or b) two or more of MAKE UK’s customers are separate parties to that matter; or  c) there is a risk of a breach of the solicitors code of conduct or any other professional codes of conduct which apply to our advisers. 
 
4.4    Advice provided on any matter will be based on the details and information outlined by your employee or agent to our help desk or adviser. If you are concerned  about  a  particular  risk  please  notify  MAKE UK  at  the  earliest opportunity. MAKE UK also advise that you take written advice about areas of concern. MAKE UK’s maximum liability in relation to any telephone or general advice will for the avoidance of doubt, be limited to the total fees payable over the Subscription Period. 
 
 

SERVICE OPTIONS  
Level 1 

 5. MAKE UK telephone and email advice line service  
 
5.1 Only authorised, named and documented users of the Customer are entitled to access the advisory services. 
 
5.2 Authorised named users of the Customer may access advisory services either through direct voice call to the dedicated advice line or via email. MAKE UK will review and comment upon supporting documentation and correspondence in relation to any relevant matter.  
 
5.3  With regards to the HR & employment law advice line the Customer acknowledges that MAKE UK is authorised to provide legal advice to its customers but is not regulated by the Solicitors Regulation Authority. The provision of legal advice does not amount to the formation of a solicitor-client relationship.  5.4   Please note that whilst MAKE UK will provide HR & employment law advice via the MAKE UK advice line service, MAKE UK’s advisers will not be obliged to provide any on-site or face to face support, or attendance at any disciplinary/grievance meetings unless the customer has subscribed to and paid for the Level 2 Subscription Service or agreed to a consultancy or PAYG Service arrangement which is subject to additional fees, and then any face to face support will only be provided where warranted, based on MAKE UK’s professional assessment of the issue. 
 
6.0 Update briefings 
 
6.1 As part of the Subscription Service, Customers may attend any applicable employment law and/or health & safety update briefings at any location dependent on the package subscribed to. 
 
6.2 Attendance at such briefings is subject to advance confirmation of attendance, as specified by the individual event, with spaces allocated on a first come first served basis. 
 
6.3 MAKE UK in no way guarantees availability of spaces at such briefings for a customers preferred time, date and location. 
 
6.4 The customer acknowledges that where spaces are unavailable, or where MAKE UK has to cancel the update briefing for any reason whatsoever, MAKE UK is under no obligation to refund any part of the Subscription Fees payable whatsoever. 
 
6.5 Attendance at briefings is strictly restricted to one individual per customer, with any attendees over and above this number being at the sole discretion of MAKE UK, and subject to possible further fees for any additional attendees. 
 
6.6   Subject to clause 23 (liability and insurance) MAKE UK accepts no liability whatsoever for any actions taken by the customer resulting from attendance at an update briefing, where the customer has not taken specific advice either through the MAKE UK advice line or on a face-to-face basis under the Level 1 or 2 Subscription Service. 
 
7. Health & Safety web content 
 
7.1 For those Customers who subscribe to the health, safety & sustainability module, online health & safety content can be found by logging into “My Account” via www.makeuk.org and going to “My Resources”.  
 
7.2  MAKE UK reserves the right to amend, change, add or remove any Documentation as necessary during the course of the Subscription Period without notice. 
 
7.3 Information, toolkits and all other online based data provided by MAKE UK are for the benefit of the Customer’s own use and are not to be copied, printed or distributed to any third parties whatsoever without the prior written consent of MAKE UK. 
 
7.4  Subject to clause 22 MAKE UK accepts no liability whatsoever for any actions taken by the customer on reliance on Documentation, where the customer has not taken specific advice either through the advice line or on a face-to-face basis under the Level 2 Subscription Service. 
 
7.5 From time to time such access to Documentation may be restricted or unavailable due to circumstances outside the reasonable control of MAKE UK. Under such circumstances the Customer acknowledges that MAKE UK is under no obligation to refund any part of the annual Subscription Fees whatsoever. 
 
7.6 Where the Customer requires additional licences to the proprietary online health & safety content, the Customer acknowledges that additional fees will become payable per user licence and added to the Subscription Fee. All licences are issued on an annual basis and cannot be terminated part way through the year. 
 
7.7 Where the Customer wishes to reduce the number of user licences in relation to the online health & safety content, then the Customer acknowledges that the licence is an annual licence and as such no refunds for unexpired periods will be issued by MAKE UK. The reduction in licence requirements will be reflected at the Anniversary Date in the next Subscription Fee. 
 

Level 2 

 8. Face-to-face HR & Employment Law support 
 
8.1 Where issues cannot be reasonably resolved via telephone and/or email, then those Customers who subscribe to the Level 2 HR & Employment Law Subscription Service are entitled to face to face advice, at a mutually convenient and reasonable location. 
 
8.2 MAKE UK agrees to all reasonable endeavours to provide such face-to-face support subject to MAKE UK staff availability and reasonable notice. Where the Customer has been allocated a lead adviser, the Customer acknowledges that the nominated lead adviser may from time to time not be available, and in such instances may be re-directed to either the National Advice Line or an alternative suitably qualified person to deal with any issues at MAKE UK’s discretion. 
 
8.3 The Customer acknowledges that whilst MAKE UK will provide reasonable faceto-face support, additional fees may become payable where the Customer requires extensive face to face support or usage of the service becomes in any way, in the view of MAKE UK, unreasonable, in accordance with clause 18 on fair usage. In such circumstances MAKE UK will inform the Customer at the earliest opportunity where additional fees become due. 
 
8.4 MAKE UK agrees to provide general advice on day to day HR issues such as disciplinary or grievance investigations, as well as advice in relation to employee relations and/or trade union issues. Where support is required from the Customer which goes beyond general advice in relation to employee relations and/or trade union issues, then any onsite consultancy or interim support will be separately chargeable under our consultancy terms & conditions. 
 
9. Annual review of contracts & policies 
 
9.1 Upon request by the Customer, MAKE UK will review the key HR policies and processes of the Customer (Key Policies & Processes), and will advise as applicable on their alignment or otherwise with best practice employment law legislation. 
 
9.2 Any request by the Customer for MAKE UK to rewrite or mark-up an existing HR policy or process of the Customer is not covered under the Level 2 Subscription Service and will be subject to a separate consultancy arrangement for which additional fees will be applicable. 
 
10. Support with early conciliation  
 
10.1 Following notification to the Customer, MAKE UK will support the Customer with any early conciliation process including negotiation and documentation support. 
 
10.2 In order to fulfill its obligations within legal deadlines the Customer will inform MAKE UK at the earliest opportunity of all required early conciliation support. 
 
11. Support with Settlement Agreements 
 
11.1 The Customer will receive settlement agreement support including opinion, negotiation support and the drafting and production of the settlement agreement documentation as arising during the normal course of business. 
 
11.2 Whilst the number of settlement agreements covered are not specifically capped (unless specified), fees are subject to possible review and amendment based upon clause 18 on fair usage. 
 
11.3 The Customer acknowledges that only those settlement agreements incurred through the normal course of business are covered by the Subscription Fees. Where the Customer undertakes some form of large scale programme of restructuring, or any other substantial event, which requires significant numbers of settlement agreements, then MAKE UK reserve the right to charge additional fees based upon the amount of time and effort required to provide the service under a consultancy arrangement. Settlement agreements relating to Executive management of the Customer are outside the scope of this agreement and subject to possible additional fees. Any undertaking of settlement agreements for Executives within the Subscription Fee is as MAKE UK’s sole discretion. 
 
11.4 Any monies paid by the Customer to the Customer’s employee as part of any settlement agreement is not covered under the settlement agreement support service. 
 
11.5 The Customer acknowledges that were the number of settlement agreements are capped in a given year, any settlement agreements not used during the period are not carried over to the following subscription Period. MAKE UK is under no obligation to refund any Subscription Fees whatsoever in the event that settlement agreements are not utilised. 
 
12. Health, Safety & Sustainability annual review 
 
12.1 Upon request by the Customer, MAKE UK agrees to provide up to 1 day per annum conducting an annual review of the Customers health & safety policies, procedures and practices. 
 
12.2 Any such work undertaken by MAKE UK is to provide a summary gap analysis only. Any work conducted outside of this annual review, and/or work undertaken which exceeds one day in totality, is subject to a separate consultancy arrangement for which additional fees will be applicable, or additional days can be obtained by upgrading the Subscription Service to include additional days, with such days reflected in the Subscription Fee. 
 
12.3 The Customer acknowledges they are under no obligation to request an annual review each year, but by not requesting such annual review also acknowledges that MAKE UK is under no obligation to refund any Subscription Fees whatsoever. 
 
13.0 Additional Health, Safety & Sustainability consultancy days 
 
13.1 The Customer has an option to subscribe to additional consultancy health & safety days over and above the one day contained within Level 2, within their recurring Subscription Service, for an additional Subscription Fee. 
 
13.2 The Customer may choose any number of days up to a maximum of 20 days per Subscription Period.  
 
13.3 Any additional days requested by the Customer will cover specified consultancy days only, as outlined in the customer’s service proposal, and does not cover any form of training services whatsoever, which are subject to additional fees. 
 
13.4  Any additional days subscribed to by the Customer are subject to a minimum term of 12 months and then six months’ notice thereafter for cancellation or downgrade. 
 
13.5 A customer may upgrade the number of subscribed days at any point as per clauses 13.4 and 15.4. 
 
13.6 Any days unused by the end of the Subscription Period may not be carried over, unless agreed in advance with MAKE UK. Any such carryover of unused days is at the sole discretion of MAKE UK. 
 
13.7  Consultancy days may be used at any time and location within the United Kingdom only, and will consist of whole days only of 7.5 hours duration. No half days may be drawn down against the requested number of days. MAKE UK will be entitled to draw down against the number of days subscribed to cover sufficient time for travel where applicable. 
 
13.8 Any consultancy days booked and scheduled as agreed between MAKE UK and the Customer which are subsequently cancelled, will be lost unless 2 weeks’ notice of cancellation is received. Any days which are cancelled and rescheduled must be rescheduled within the same subscription year otherwise clause 13.6 will apply. 
 
13.9 The Customer acknowledges that it is their responsibility to request, agree and schedule those consultancy days subscribed to during the course of a Subscription Period. MAKE UK accept no liability whatsoever for failure of the Customer to request consultancy days to be delivered, or where the Customer provides unreasonable notice of a request for consultancy. 
 
13.10 Additional days will primarily be delivered by MAKE UK employed consultants, although MAKE UK reserve the right to use third parties as required. Where the Customer requests any third party involvement, then the Customer acknowledges additional fees may become due. 
 
13.11 Where a Customer provides notice of downgrade to the number of days subscribed to, and the Notice Period spans the subscription renewal Anniversary Date, so the consultancy day entitlement will be pro-rated for the new Subscription Period, and rounded up to the nearest whole day. 
 
14. Employment Tribunal support and Level 3 services 
 
14.1 Following notification to the Customer of a lodged tribunal, MAKE UK will assess the likely resource requirements in order to support the Customer through the end to end employment tribunal process (including ET3 responses), and will provide a PAYG Fee quote payable by the Customer as a one-time payment in return for MAKE UK to provide the employment tribunal support service. 
 
14.2 Where MAKE UK provides such a quote for work, MAKE UK will also provide a relevant scope of works to be conducted and the basis upon which the fee has been derived following conversations with the Customer. Should the requirements materially change for any reason at any point, requiring significantly more work beyond that initially envisaged, the Customer acknowledges that additional fees may become due. In such instances MAKE UK endeavors to notify the Customer at the earliest opportunity. 
 
14.3 In exceptional circumstances MAKE UK may agree to provide employment tribunal support on a retained basis (known as Level 3) through an uplift in the Subscription Fee. In such instances the Customer acknowledges that MAKE UK may revoke the delivery of this service on this basis at any time, not least where use of the service is beyond reasonable when taking into account fees paid as per clause 19. Furthermore, no employment tribunal support will be provided in the first three months from commencement of a Level 3 Subscription Service on a retained basis, unless the Customer pays for such service on a PAYG basis. Furthermore, MAKE UK will be entitled to request additional fees were a large number of tribunals arise whereby it is evident from the outset that the work involved would invoke the fair usage clause under clause 18. 
 
14.4 Where MAKE UK provides employment tribunal support, either under a PAYG or retained basis, then the following terms will apply: 
 
14.4.1  Following notification to the Customer of a lodged tribunal, MAKE UK will support the Customer by completing and submitting all ET3 responses as requested by the Customer. 
 
14.4.2  In order to fulfill its obligations within legal deadlines, the Customer will inform MAKE UK at the earliest opportunity of all tribunal claims lodged requiring an ET3 response. 
 
14.4.3 MAKE UK will not be held responsible for any late response submissions where the Customer has not promptly notified MAKE UK of a lodged tribunal claim. 
 
14.4.4 Following submission of an ET3 response, upon request, MAKE UK will review and advise on the initial prospects of success of the claim. 
 
14.4.5 MAKE UK accepts no responsibility for the actual outcome of the claim based on its assessment of the prospects of success. 
 
14.4.6  If you wish MAKE UK to represent you at an employment tribunal or other employment hearing you must inform us as soon as you are aware of a claim. If you notify and agree any fees and scope of works with MAKE UK less than 3 days prior to the deadline for preparing a response to a claim then MAKE UK reserves the right not to prepare the response, handle the claim or attend the hearing. 
 
14.4.7 You also agree to supply MAKE UK with all supporting documents and other information. Failure to do so may mean that MAKE UK is unable to represent you at a hearing or prepare a response on your behalf. 
 
14.4.8 Where a Customer takes tribunal support under a retained basis through an uplift in Subscription Fee (level 3) and such support is provided by MAKE UK which extends beyond any Notice Period provided by the Customer, then the Customer agrees to pay additional one-off fees to cover the work for the period until such time that the tribunal is complete, taking into account any excess usage of the service to date. MAKE UK is under no obligation to accept any new tribunals where the Customer has provided notice of termination, or where any fees due are still outstanding. 
 
14.4.9 If a proposed tribunal hearing is listed for 4 days or longer or MAKE UK estimates that the value of a potential claim is more than £100,000 or if the case raises issues which are either unusually complex or have implications beyond that case then MAKE UK reserves the right to instruct a Barrister at your expense. Any Barrister will be appointed in consultation with you, however if MAKE UK requests your consent to appoint a Barrister and you refuse, then MAKE UK reserves the right to cease acting for you in relation to that matter. 
 
14.4.10 MAKE UK reserves the right to charge for reasonable disbursements and costs including (but not limited to) the costs of retaining professional witnesses, travelling and subsistence expenses, copying charges, and the cost of any external Barrister or Counsel.  
 
14.4.11 Awards and/or damages are not covered under any circumstances. 
 

FEES 

 15. Subscription service fees  
 
15.1  Subscription Fees are payable on an annual basis. Subscription fees are based on full headcount (not FTE) which incorporates all permanent employees, any other fixed term contract workers included on the Customers payroll and any agency workers with longer than 12 weeks employment history. If at any point your number of employees increases then MAKE UK reserves the right to increase the Subscription Fee from the point that headcount increased. MAKE UK also reserves the right to revise your Subscription Fees at any point in line with clause 18 where usage exceeds that reasonably expected as compared to the fees paid by the Customer. Additionally MAKE UK will provide a reduction in fee where headcount has reduced. 
 
15.2  In the event that any fees or charges whatsoever are due to MAKE UK, or your Subscription Fee has been incorrectly calculated then you agree to settle any invoice for additional or unpaid Subscription Fees rendered by MAKE UK. 
 
15.3   Customers subscribe to MAKE UK services through varying levels of service package as described in your contract. Please note that you will only be entitled to access those services which are included within a service level you have subscribed to.  
 
15.4  If you wish to move up to a higher Subscription Service level at any point in time Subscription Fees will be immediately uplifted to reflect the upgraded service option from the date of upgrade. You will also be required to commit for a further Minimum Term of 12 months from the date of upgrade. 
 
15.5 The right to access services commences upon cleared payment of the annual fee, or in the case of those who pay by direct debit, successful collection of the first instalment. 
 
15.6 After your Minimum Term, if you wish to reduce your service option then you will be required to give six months’ notice of this and your Subscription Fee will be recalculated accordingly from the date that your service entitlement is reduced. You will also be required to commit for a further Minimum Term of 12 months from the date of downgrade.   
 
15.7 Where a direct debit collection is returned as unsuccessful, through no fault of MAKE UK, and where generally Subscription Fees remain unpaid, MAKE UK reserve the right to put on hold any and all services with immediate effect until such time that payment is received in full, either through electronic payment or reinstated direct debit collection. MAKE UK reserves the right to charge an administration fee of £60 for each returned direct debit. 
 
 15.8 The customer acknowledges that Subscription Fees may be amended at any time throughout the Subscription Period, as per clauses 17 and 18, with any additional fees due being payable immediately. Payment terms for annually billed customers are immediate payment in full, in advance of the anniversary date. The Customer acknowledges that no discount is available for annual payments in advance. 
 
16. Pay-as-you-go (“PAYG Fees”) service fees 
 
16.1  Customers who use tribunal and/or settlement agreement services on a PAYG basis will be quoted a fixed PAYG Fee on a case by case basis prior to the commencement of any work. 
 
16.2 Upon agreement to the quoted fixed PAYG Fee, the Customer acknowledges that such fees are payable in advance of commencement of the work. 
 
16.3 Where a Customer has an existing direct debit instruction in place for Subscription Services, the Customer agrees that MAKE UK may collect any PAYG Fees due, in full, which relate to tribunals and/or settlement agreements via a one-off direct debit collection process.  
 
16.4   If a proposed tribunal hearing is listed for more 4 days or longer or MAKE UK estimates that the value of a potential claim is more than £100,000 or if MAKE UK believes that it is otherwise in your best interests then MAKE UK reserves the right to instruct a Barrister at your expense. Any Barrister will be appointed in consultation with you, however if MAKE UK requests your consent to appoint a Barrister and you refuse, then MAKE UK reserves the right to cease acting for you in relation to that matter. 
 
16.5 MAKE UK reserves the right to charge for reasonable disbursements and costs including (but not limited to) the costs of retaining professional witnesses, travelling and subsistence expenses, copying charges, and the cost of any external Barrister or Counsel.  
 
16.6 Awards and/or damages are not covered under the tribunal support service. 
 
17.  Fees – General 
 
17.1 The Customer acknowledges that it is their responsibility to provide, where applicable, a valid purchase order number to be included for all work and services provided by MAKE UK. MAKE UK is not liable for the Customers failure to provide such purchase order numbers, and the Customer accordingly acknowledges that fees are still due in full in the instances where a valid purchase order number has failed to be provided in reasonable time. Where a Customer requires, but fails to provide, such a purchase order number in advance of the anniversary date, MAKE UK will still be entitled to invoice for any contracted services, with the Customer acknowledging such invoices will be due and valid even without the inclusion of a purchase order number. 
 
17.2 If MAKE UK’s staff or contractors are required to discharge out-of-pocket expenses in delivering Services to you those expenses will be charged to you as may be agreed from time to time. In the absence of any express agreement you agree to pay all reasonable expenses incurred by MAKE UK or their employees or contractors in carrying out services on your behalf.  
 
17.3 Returned direct debits, or in the case of annually billed Customers, non-payment or delayed payment may result in immediate suspension of services until the successful collection of any outstanding fees. Nonpayment which is of no fault of MAKE UK may result in the immediate cancellation of the contract. The Customer has no right of cancellation in these circumstances. 
 
17.4 In the event that a direct debit collection is returned unpaid, MAKE UK retain the right to charge an administration fee of £60 for each returned direct debit. 
 
17.5 All Subscription Fees are routinely reviewed on the Anniversary Date and are subject to uplift based on CPI and in addition service usage versus that reasonably expected.  
 
17.6 Any sums payable which remain outstanding and which are not paid on the due date shall bear interest from day to day at the rate equal to 8% per annum above the Bank of England base rate.  
 
17.7 All fees and charges are quoted exclusive of VAT unless otherwise specified.  VAT will be applied at the prevailing rate. 
 
18. Fees – Fair usage 
 
18.1 Outside of the routine annual fee review process as per clause 17.5, Subscription Fees are also subject to immediate review and adjustment where it is believed that the Customers usage of the service is excessive. 
 
18.2 Where it is believed a Customers usage is unreasonably excessive and such usage levels are not reflected in the fee charged, then MAKE UK reserve the right to charge additional fees and/or reduce a Customers service entitlement to that reasonably expected for the fee charged. 
 
18.3 MAKE UK agrees to provide reasonable notice of proposed changes to fees in such circumstances, providing no less than 30 days’ notice of a change in fee or change in service entitlement. 
 
18.4 Where the parties fail to agree to a revised price and/or amended service entitlement on the basis of excess use, and where the Customer has been provided with 30 days’ notice of such change, then MAKE UK reserve the right to cancel the contract with immediate effect, with no further liability in service provision. The Customer has no right of cancellation in such circumstances. 
 
18.5 The Customer acknowledges that upon contracting for services with MAKE UK, the initial Subscription Fee will reflect an average level of usage based on size and knowledge of the company, as measured by headcount. In situations where usage is significantly lower in comparison to the fee paid, MAKE UK still contracts and maintains resourcing to manage the expected volume of activity, and accordingly the Customer acknowledges and accepts that there will be no reduction in Subscription Fees for a given Subscription Period. 
 
19. Services 
 
19.1  MAKE UK will provide the services with reasonable skill and care.  Unless expressly agreed in writing no further conditions, warranties or representations are given by MAKE UK in relation to the services and any such terms are excluded to the fullest extent permitted by law. 
 
19.2  Services will be provided to you, the Customer, and not to any other third party. MAKE UK will not be obliged to provide services to any third party nor will MAKE UK accept any liability or duty of care to any third party whatsoever. 
 
19.3   In order to allow MAKE UK to provide the services you agree that you, together with your employees and agents will at all times: 
 
a) provide MAKE UK with complete, accurate and timely information, data and documents which may be requested; 
 
b) co-operate fully with MAKE UK in the provision of the services and permit MAKE UK to provide the services free of obstruction and interference; 
 
20. Termination 
 
20.1   Your service contract may be terminated by either party at any time by providing no less than six months’ notice in writing, for any reason, following expiry of the initial Minimum Term of 12 months (or such longer Minimum Term as may be agreed). 
 
20.2   MAKE UK shall be entitled to terminate your service contract immediately in the event that you fail to make payment of any Subscription Fees or other fees which are due and payable, or if you are otherwise in material breach of these terms and conditions.  
 
20.3 MAKE UK shall be entitled to terminate your service contract immediately where usage is unreasonably excessive in comparison to the Subscription Fees paid, and where the parties fail to agree to a revised price and/or amended service entitlement on the basis of excess use, and where the Customer has been provided with 30 days’ notice of such change. The Customer has no right of cancellation in such circumstances. 
 
20.4 Either party shall be entitled to terminate the service with immediate effect if any of the following events occurs in respect of the other party: 
 
a) a proposal is made for a voluntary arrangement or for any other composition, scheme or arrangement with, or assignment for the benefit of its creditors; b) a shareholders meeting is convened or a resolution is passed for its winding up (except for a bona fide reconstruction or amalgamation) c) a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors meeting is convened pursuant to s.98 of the Insolvency Act 1986 d) a receiver, manager or administrative receiver is appointed over any or all of its undertaking or assets e) an administrator is appointed or an application is made for such an appointment or the making of an administrative order, or; f) it becomes insolvent within the meaning of s.123 of the Insolvency Act 1986, or; g) a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986. 
 
21. Staff and Contractors 
 
21.1   MAKE UK shall be entitled to subcontract, delegate or assign the provision of any services or any of their rights or duties under these terms. MAKE UK shall have discretion  as  to  which  of  their third party suppliers, employees  or   selfemployed  agents, contractors  or  associates  (“Associates”)  are  assigned  to  perform  the services. 
 
21.2   You agree to pay MAKE UK’s introduction fee as set out in clause 21.3 in the event that you, any subsidiary, group or associated company or any person connected with you (directly or indirectly) recruit as an employee or engage as self-employed contractor any employee of MAKE UK if that employee was 
involved in the provision of services to you by MAKE UK in the 12 month period prior to their engagement by you. 
 
21.3   In the event that you engage an employee of MAKE UK as set out in clause 21.2 you agree to pay an introduction fee (which shall be immediately due and payable) equal to 50% of the annual remuneration (including pay and benefits) payable by you to the relevant individual in the year following the commencement of that individual’s employment. 
 
22. Liability and Insurance 
 
22.1  MAKE UK’s aggregate liability including the liability of their partners, agents, subcontractors and employees in respect of any services provided to you by MAKE UK in connection with your service contract will be limited to the lower of the total Subscription Fees payable over the Subscription Period, or in the case of PAYG work, the PAYG fees. 
 
22.2   Nothing  in  these  terms  will  limit  or  exclude  MAKE UK’s  liability  for  death  or personal injury arising as a result of MAKE UK’s negligence. 
 
23. Intellectual Property and Confidentiality 
 
23.1   All intellectual property rights of any nature (including copyright) created or provided by MAKE UK or its employees or Associates shall be and remain the property of MAKE UK and any such materials shall be licensed to you for your internal use only. 
 
23.2   You undertake to keep all publications materials created by MAKE UK confidential and not to copy, publish or distribute any such information, materials or documents to any third party without MAKE UK’s prior written consent (save where such information is in the public domain or you are required to disclose such information by law). 
 
23.3   Each party agrees with the other not to divulge or allow to be divulged any confidential information relating to the other’s business or affairs other than to its employees or subcontractors who need to know such information or where the other party has consented to such disclosure. 
 
24. General 
 
24.1   Each of the parties warrants its power to enter into this agreement and has obtained all necessary approvals to do so. 
 
24.2   MAKE UK and the customer are independent of each other and nothing in these terms shall be taken as creating a relationship of agent to principal, employer to employee, partnership or joint venture between MAKE UK any other party. Neither party shall be entitled to enter into agreements or other arrangements on behalf of the other. 
 
24.3  Neither party shall be liable to the other or be deemed to be in breach of these  terms by reason of any delay in performing, or any failure to perform, any of their obligations in relation to these terms, if the delay or failure was due to any  cause beyond their reasonable control such as severe weather, a natural   disaster, strikes, governmental action, terrorism, war and civil unrest. 
 
24.4  These terms, together with the contract represent the entire agreement between the parties and supersede any previous representations or agreements whether recorded in writing or otherwise (save in the event of fraud or fraudulent misrepresentation). 
 
24.5 The parties agree that these terms are fair and reasonable in all the circumstances. However if any provision of these terms is held not to be valid by a court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid.  If any of the provisions in these terms are held not to be valid the remaining provisions of these terms shall remain in full force and effect. 
 
24.6   Both parties agree that these terms shall not be enforceable by any person who is not party to this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999. 
 
24.7   By providing personal data relating to your employees or agents to us, you confirm that you are entitled to disclose that data to us under the terms of the Data Protection Act 2018 and related legislation and that we are entitled to process such data for the purposes of providing your contracted Services. 
 
24.8   Either party may give any notice to the other by sending it by post addressed to their registered address or by sending it to such electronic communications address as may be notified to the other from time to time.  
 
24.9  These  terms  will  be  governed  and  construed  according  to  the  laws  of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.