CHROMAX LTD - TERMS AND CONDITIONS
Version: 1.3
Effective: 10/09/2026
Entity: Chromax Ltd, a company registered in England and Wales with company number 16410561, whose registered office is at 37 Rollesby Road, Chessington, Kingston upon Thames, KT9 2BY, United Kingdom.
Legal notices email: legal@chromax.tv
Previous versions of these Terms are archived and available on request to legal@chromax.tv.
1. Definitions and interpretation
1.1 Definitions
In these Terms, unless the context requires otherwise:
Acceptance Criteria means any objective acceptance criteria expressly stated in a Statement of Works, Quote, Contract, or other written agreement signed by Chromax.
Affiliate means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.
Applicable Laws means all applicable laws, statutes, regulations, regulatory requirements, sanctions, export controls, orders, industry codes, and mandatory guidance applicable to the relevant party or the relevant Contract.
Background IP means Intellectual Property Rights, tools, scripts, templates, software, designs, documentation, know-how, methodologies, processes, frameworks, configurations, libraries, utilities, pre-existing materials, and other materials owned, licensed, created, developed, acquired, or used by a party before or outside the relevant Contract.
Business Day means a day other than a Saturday, Sunday, or public holiday in England when banks in London are generally open for business.
Change Request means a written request in Chromax's standard form to change a Contract, agreed under clause 11 and clause 32.
Charges means the fees, rates, prices, expenses, and other amounts payable by the Client to Chromax under or in connection with a Contract.
Chromax means Chromax Ltd, company number 16410561, whose registered office is at 37 Rollesby Road, Chessington, Kingston upon Thames, KT9 2BY, United Kingdom.
Chromax Materials means all Background IP of Chromax and any materials, tools, scripts, know-how, frameworks, templates, methods, generic code, automation, utilities, working papers, notes, processes, trade secrets, documentation structures, reusable assets, or other materials used, created, adapted, or supplied by Chromax in connection with a Contract, excluding Client Materials.
Chromax Products means Products created, manufactured, developed, assembled, configured, licensed, supplied, or sold by Chromax itself, excluding Third Party Products.
Client means the business, company, organisation, firm, partnership, sole trader, public body, or other legal person purchasing, receiving, or using Services, Deliverables, Products, software, licences, or other goods or services from Chromax.
Client Cause means any act, omission, delay, instruction, dependency, breach, default, failure, system issue, site issue, third-party issue, or lack of cooperation by the Client, its Affiliates, personnel, contractors, suppliers, end users, or other persons under its control, which causes or contributes to delay, additional cost, non-performance, degraded performance, security risk, safety risk, or other issue under or in connection with a Contract.
Client Materials means all information, data, content, systems, software, access credentials, network details, configurations, technical documentation, designs, drawings, files, recordings, logs, media, assets, instructions, and other materials supplied or made available by or on behalf of the Client to Chromax.
Confidential Information has the meaning given in clause 21.
Contract means each contract between Chromax and the Client for the supply of Services, Deliverables, Products, software, licences, support, or other goods or services, formed in accordance with clause 3.
Critical Works means any planned on-air change, production cutover, critical migration, broadcast-path change, high-risk configuration change, major release, disaster recovery exercise, or other business-critical operational activity, and any activity in which Chromax operates, actively controls, or is embedded in the operation of a system, path, or production during a live event. Critical Works does not include reactive incident response provided under a Support Agreement, including during a live event.
Critical Works Schedule means the schedule required by clause 7.3, in Chromax's standard form, recording the risk register, responsibilities, test approach, rollback plan, change window, and go/no-go criteria for business-critical work.
Deliverables means any documents, reports, diagrams, designs, specifications, scripts, configurations, software, code, training materials, recommendations, implementation outputs, support outputs, or other outputs expressly required to be delivered by Chromax under a Contract.
Deposit has the meaning given in clause 9.2.
Force Majeure Event means any event or circumstance beyond the reasonable control of a party, including acts of God, fire, flood, storm, epidemic, pandemic, war, terrorism, civil unrest, industrial dispute, failure of utilities, failure of internet or telecommunications services, cloud provider outage, supply-chain disruption, transport delay, shortage of materials, export or import restriction, sanctions, governmental action, regulatory action, or failure of a third-party supplier, vendor, carrier, hosting provider, or manufacturer.
Goods means any hardware, equipment, components, parts, spares, media, accessories, documentation, or other physical items supplied or sold by Chromax, whether as Chromax Products or Third Party Products.
Hypercare Period means the period stated in a Contract, running from acceptance of a Deliverable or completion of Services, during which Chromax corrects notified non-conformance at no charge, or 30 days if the Contract states no period.
Incoterms means the International Chamber of Commerce Incoterms 2020 rules, as amended, replaced, or updated from time to time.
Intellectual Property Rights means patents, rights to inventions, copyright, neighbouring and related rights, moral rights, trade marks, service marks, business names, domain names, design rights, database rights, rights in software, source code and object code, rights in confidential information, trade secrets, know-how, goodwill, rights to sue for passing off or unfair competition, and all other intellectual property or similar rights, whether registered or unregistered, including all applications, renewals, extensions, and rights to claim priority, anywhere in the world.
International Client means a Client that is incorporated or, if not a company, principally established outside the United Kingdom.
Master Services Agreement or MSA means a framework agreement signed by both parties under which one or more Contracts may be placed.
Products means Goods, software, subscriptions, licences, support renewals, maintenance packages, vendor services, Chromax Products, Third Party Products, or other products supplied, resold, licensed, procured, configured, integrated, or made available by Chromax.
Quote means a quotation, proposal, estimate, commercial offer, rate card, order form, or other written offer issued by Chromax.
Services means any services supplied by Chromax, including consultancy, design, solution architecture, engineering, implementation, remote support, on-site support, project delivery, managed services, technical advisory services, presales assistance, system integration, configuration, installation, testing, commissioning, monitoring, documentation, training, workshops, operational support, broadcast engineering support, cloud or infrastructure services, and any other services described in a Contract.
Statement of Works or SOW means a written statement of works, scope document, contract schedule, project document, or other document describing Services, Deliverables, Products, milestones, assumptions, dependencies, Charges, or other commercial terms.
Support Agreement means a service-specific agreement signed by both parties describing a support, on-call, standby, or managed cover service, including its cover hours, priorities, response commitments, term, and charges. Chromax's current form is its Support Service Level Agreement.
Terms means these Chromax Ltd Terms and Conditions, as amended from time to time.
Third Party Products means Products, software, hardware, services, subscriptions, licences, cloud services, support, maintenance, or other items manufactured, owned, licensed, hosted, supplied, or provided by a third party, whether procured, resold, recommended, configured, integrated, or supplied by Chromax.
VAT means value added tax and any equivalent, replacement, or similar sales, goods, services, consumption, withholding, import, or transaction tax.
1.2 Interpretation
In these Terms:
1. references to writing include email and electronic signature;
2. words such as "including", "include", "for example", and similar expressions are illustrative and do not limit the words that precede them;
3. references to a statute or law include that statute or law as amended, extended, re-enacted, replaced, or consolidated from time to time;
4. the singular includes the plural and vice versa;
5. headings are for convenience only and do not affect interpretation;
6. a reference to a person includes an individual, company, corporation, partnership, public body, government body, trust, unincorporated association, or other legal entity;
7. an obligation not to do something includes an obligation not to permit or allow that thing to be done;
8. references to a Contract include any MSA, Support Agreement, Quote, SOW, order, agreed change, and incorporated document forming part of that Contract; and
9. where there is any inconsistency between these Terms and mandatory Applicable Laws, these Terms apply to the fullest extent permitted by Applicable Laws and the affected provision shall be modified only to the minimum extent necessary to make it enforceable.
2. Business-to-business status
2.1 B2B only
These Terms are intended for business-to-business transactions only.
2.2 Client warranty
The Client warrants and represents that:
1. it is acting in the course of business, trade, profession, public function, or commercial activity;
2. it is not acting as a consumer;
3. it has authority to enter into the Contract; and
4. the person accepting, signing, issuing, approving, or instructing work under the Contract has authority to bind the Client.
2.3 Consumer transactions excluded
Chromax does not offer these Terms for consumer transactions. If a Client is a consumer, these Terms shall apply only to the fullest extent permitted by Applicable Laws and nothing in these Terms shall exclude or limit mandatory consumer rights.
3. Contract formation
3.1 When a Contract is formed
A Contract is formed, and these Terms apply, when any of the following occurs:
1. the Client signs, accepts, approves, or confirms a Quote;
2. the Client issues a purchase order in response to a Quote, SOW, proposal, or other offer by Chromax;
3. the parties sign a Statement of Works;
4. the parties sign any contract, agreement, order form, commercial schedule, renewal, change order, or similar document relating to Services, Deliverables, or Products;
5. the Client instructs Chromax to commence work;
6. Chromax commences work at the Client's request;
7. the Client accepts delivery of any Products or Deliverables;
8. the Client pays any Charges, Deposit, invoice, or milestone payment; or
9. the Client otherwise expressly or impliedly indicates that it wishes Chromax to proceed.
3.2 Client terms excluded
Unless expressly agreed in writing and signed by an executive director of Chromax, any terms or conditions supplied, referenced, printed, attached, linked, or incorporated by the Client are excluded and shall not apply, including any terms contained in or referenced by a purchase order, supplier portal, onboarding process, procurement document, tender document, invoice process, email footer, or customer contract.
3.3 Signature of customer contract
If Chromax signs a Client-provided contract, purchase order, onboarding document, supplier form, portal agreement, or similar document, these Terms remain incorporated into the Contract unless the relevant document expressly states that these Terms are excluded and that statement is specifically accepted in writing by an executive director of Chromax.
3.4 Quotes are not offers unless stated
A Quote is not an offer capable of acceptance unless it expressly states that it is an offer. Chromax may withdraw or revise a Quote at any time before a Contract is formed.
3.5 Quote validity
Unless otherwise stated in writing, Quotes are valid for 15 days from their date of issue. A Quote's validity period governs only whether it can still be accepted to form a Contract. Once a Contract, Statement of Works, or Support Agreement references a Quote, the product codes and rates in that Quote are fixed for that Contract for 12 months from its date, or for its term if shorter, regardless of the Quote's validity period or any later Quote, subject to clause 10.
3.6 Availability
Any Products or resources quoted as being available from stock, from a vendor, from a cloud provider, or from a third-party supplier are subject to availability at the time the Contract is formed and at the time of delivery.
4. Order of precedence
4.1 Where an MSA is signed
Where the parties have signed an MSA, the MSA governs the order of precedence between the documents forming part of a Contract, and these Terms apply to that Contract only to the extent the MSA provides.
4.2 Where no MSA is signed
Otherwise, if there is any conflict between documents forming part of a Contract, the following order applies, and each document prevails only in relation to its own subject matter, unless expressly agreed otherwise in writing and signed by an executive director of Chromax:
1. any special terms expressly agreed in writing and signed by an executive director of Chromax;
2. a Change Request agreed under clause 11, for the matters it changes;
3. the Support Agreement or the Statement of Works, for scope, deliverables, dates, personnel, cover hours, priorities, response targets, scheduling, the term of the engagement, and the Charges;
4. the Quote, for the product codes, rates, quantities, and listed assumptions it contains;
5. these Terms, for everything else, including legal, risk, liability, warranty, IP, confidentiality, data protection, title, payment mechanics, termination, governing law, and dispute provisions, except where a Support Agreement or Statement of Works expressly varies a provision of these Terms and identifies the clause varied;
6. any accepted purchase order, but only as evidence of order reference, billing details, quantities, delivery address, and administrative information; and
7. other documents expressly incorporated by Chromax.
Client standard terms are excluded and do not form part of the Contract.
5. Scope of supply
5.1 Services and Products covered
These Terms apply to all Services, Deliverables, Products, Goods, software, licences, subscriptions, support, maintenance, renewals, consultancy, project work, and related supplies provided by Chromax.
5.2 Non-exclusive relationship
Unless expressly stated in a Contract, Chromax is not appointed exclusively and may provide services, products, and advice to other customers, including customers in similar sectors or markets.
5.3 No employment, partnership, or agency
Nothing in any Contract creates an employment relationship, partnership, joint venture, fiduciary relationship, agency relationship, or authority for either party to bind the other. Chromax is an independent business. Subject to the requirements of the Contract, Chromax decides how, when, where, and by whom the Services are performed, is not subject to the Client's supervision, direction, or control in the manner of performance, and may provide its Services to others.
5.4 No implied deliverables
Chromax is responsible only for Services, Deliverables, and Products expressly stated in the relevant Contract. Anything not expressly included is excluded.
5.5 Substitution
Chromax may perform the Services through any suitably qualified person, whether an employee, director, associate, or subcontractor of Chromax, and may substitute personnel at any time provided the substitute is suitably qualified and Chromax remains responsible for performance. Clause 17.3 applies where named personnel are required.
5.6 Off-payroll working
Where the off-payroll working rules (Chapter 10, Part 2, ITEPA 2003) or equivalent rules apply, the Client is responsible for making and communicating any status determination required of it as the client, for doing so accurately and in good time, and for any tax, national insurance, apprenticeship levy, interest, or penalties arising from its determination or its failure to make one. The Client shall not deduct any amount from the Charges on account of such rules without first agreeing the treatment with Chromax in writing.
6. Services
6.1 Standard of performance
Chromax shall perform Services with reasonable skill and care.
6.2 No guaranteed outcome
Unless expressly agreed in writing and signed by an executive director of Chromax, Chromax does not warrant or guarantee that:
1. any particular commercial, technical, operational, financial, regulatory, compliance, broadcast, production, workflow, security, performance, uptime, latency, capacity, resilience, or availability outcome will be achieved;
2. any system, design, workflow, integration, or recommendation will be free from interruption, defect, vulnerability, compatibility issue, or third-party dependency;
3. any vendor, supplier, cloud provider, carrier, or third-party system will perform as expected;
4. any customer-side objective will be achieved where it depends on Client Materials, Client systems, third-party products, third-party services, network conditions, access, resources, decisions, or assumptions outside Chromax's control.
6.3 Estimates and dates
Any dates, timescales, delivery dates, milestones, project plans, or completion estimates are estimates only unless expressly stated to be fixed and binding in a Contract signed by an executive director of Chromax. Time is not of the essence unless expressly agreed in writing.
6.4 Client dependencies
Chromax's performance depends on the Client providing timely access, information, resources, decisions, approvals, licences, permissions, facilities, systems, data, test environments, personnel, and cooperation.
6.5 Client delay
Chromax is not liable for delay, additional cost, non-performance, degraded performance, or failure to meet any date, milestone, acceptance criterion, or dependency to the extent caused or contributed to by Client Cause.
6.6 Client instructions
Chromax may rely on Client instructions and Client Materials without independently verifying their accuracy, completeness, legality, or suitability unless expressly agreed otherwise in a Contract.
6.7 Suspension for Client Cause
Chromax may suspend performance, extend timescales, and charge additional amounts where Client Cause prevents, delays, increases the cost of, or materially affects performance.
6.8 No obligation to proceed in unsafe or unlawful circumstances
Chromax may refuse, suspend, or cease work where it reasonably believes that continuing may create a safety risk, security risk, legal risk, regulatory risk, operational risk, reputational risk, or risk to third-party systems or services.
7. Broadcast, engineering, live-event, and operational risk
7.1 High-risk environments
The Client acknowledges that broadcast, media, production, cloud, infrastructure, network, live event, contribution, distribution, monitoring, playout, encoding, decoding, routing, storage, security, and integration environments can be complex and dependent on multiple systems, vendors, suppliers, networks, configurations, and operational decisions.
7.2 Excluded operational losses
Subject to clause 27.4, Chromax is not liable for:
1. live broadcast failure;
2. loss of transmission;
3. contribution or distribution outage;
4. signal loss;
5. monitoring failure;
6. playout failure;
7. loss or corruption of media, recordings, feeds, logs, or data;
8. production downtime;
9. missed live events;
10. advertising revenue loss;
11. sponsorship revenue loss;
12. loss of audience, subscribers, ratings, views, impressions, or platform engagement;
13. penalties, credits, rebates, service level payments, or damages owed by the Client to any third party;
14. downstream platform disruption;
15. cloud, network, vendor, carrier, satellite, CDN, or third-party service failure;
16. reputational damage;
17. failure of customer-side resilience, redundancy, monitoring, backup, disaster recovery, capacity, or operational processes; or
18. any indirect, consequential, special, exemplary, punitive, or economic loss arising from such events.
7.3 Critical work requires specific SOW
Critical Works must be governed by a specific SOW that includes a Critical Works Schedule recording the risk register, assumptions, responsibilities matrix, agreed test approach, rollback plan, agreed change window, and go/no-go criteria. Reactive incident response during a live event is not Critical Works and is provided under a Support Agreement; an on-call engineer under a Support Agreement does not operate or control the Client's systems or production unless a SOW with a Critical Works Schedule says so.
7.4 Proceeding against advice
Chromax is not liable for any loss, damage, delay, defect, outage, failure, degradation, or additional cost arising where the Client:
1. proceeds against Chromax's written advice;
2. accepts a known risk;
3. refuses or limits testing;
4. prevents or shortens a recommended change window;
5. changes the environment without notifying Chromax;
6. uses unsupported systems, software, firmware, configurations, workflows, hardware, or services;
7. fails to implement recommendations;
8. fails to provide accurate information;
9. fails to maintain backups, rollback plans, resilience, monitoring, security, or operational procedures; or
10. instructs Chromax to perform work in a manner that Chromax has identified as risky, unsuitable, unsupported, or not recommended.
8. Client obligations
8.1 General obligations
The Client shall:
1. cooperate with Chromax;
2. provide accurate, complete, and timely information;
3. provide all access, accounts, credentials, licences, consents, permissions, facilities, systems, and resources reasonably required;
4. ensure Client Materials are accurate, complete, lawful, up to date, non-infringing, and suitable;
5. ensure its systems, networks, environments, data, backups, security, and operational processes are suitable and properly maintained;
6. ensure its staff, suppliers, and contractors cooperate with Chromax;
7. obtain and maintain all approvals, licences, permits, permissions, consents, and regulatory approvals required for its receipt and use of the Services, Deliverables, and Products;
8. comply with Applicable Laws;
9. comply with all applicable vendor terms, software licence terms, cloud terms, and third-party service terms;
10. maintain appropriate backups, rollback plans, business continuity plans, and disaster recovery arrangements;
11. notify Chromax promptly of risks, incidents, changes, outages, defects, security issues, or dependencies affecting the Contract; and
12. not use Services, Deliverables, or Products for unlawful, harmful, infringing, unsafe, or unauthorised purposes.
8.2 Client Materials
The Client grants Chromax a non-exclusive, royalty-free, worldwide licence to use, copy, adapt, process, transmit, store, and disclose Client Materials to the extent necessary to perform the Contract, comply with Applicable Laws, exercise Chromax's rights, and use permitted subcontractors, suppliers, advisers, insurers, accountants, and professional advisers.
8.3 Client indemnity
The Client shall indemnify Chromax against all losses, liabilities, damages, costs, expenses, claims, proceedings, fines, penalties, and professional fees arising out of or in connection with:
1. Client Materials;
2. Client Cause;
3. Client instructions;
4. the Client's breach of Applicable Laws;
5. the Client's breach of third-party or vendor terms;
6. the Client's use or combination of Services, Deliverables, or Products with other systems, products, data, software, or services;
7. any specification, design, instruction, requirement, or material supplied by or on behalf of the Client;
8. the Client's failure to obtain approvals, consents, licences, or permissions;
9. the Client's use of Services, Deliverables, or Products outside the agreed scope; or
10. any claim by a third party arising from the Client's use, misuse, modification, or onward supply of Services, Deliverables, Products, or Client Materials.
8.4 Site safety
Where Chromax personnel attend a Client site or a site controlled by the Client, the Client shall:
1. provide a safe working environment and comply with the Health and Safety at Work etc. Act 1974 and equivalent local law;
2. provide site inductions, risk assessments, method statements, permits to work, electrical isolation, and access arrangements reasonably required for the work;
3. notify Chromax in advance of any hazards, restricted areas, or site-specific requirements; and
4. ensure that its own personnel, contractors, and other visitors do not endanger Chromax personnel.
Chromax may stop work under clause 6.8 where these obligations are not met, and any resulting delay or cost is Client Cause.
8.5 Equipment
1. Chromax equipment, tools, test equipment, and materials brought to a Client site remain Chromax's property and at the Client's risk while on site, except for loss or damage caused by Chromax. The Client shall keep them secure and shall reimburse Chromax for loss or damage occurring on site.
2. Client equipment or materials in Chromax's possession, for example for bench testing, configuration, or repair, remain at the Client's risk except for loss or damage caused by Chromax's negligence. The Client shall keep such equipment insured.
9. Charges, deposits, and payment
9.1 Charges
The Client shall pay the Charges in accordance with the Contract and these Terms.
9.2 First-time customer deposit
Unless expressly agreed otherwise in writing, first-time Clients must pay a deposit of 50% of the expected value of the relevant Contract (the "Deposit") before Chromax is obliged to commence work, procure Products, reserve resources, or incur third-party costs. The Deposit is applied against the final invoice under the relevant Contract. The Deposit is not refundable except to the extent that it exceeds the amounts payable under clause 24.6 on termination, or where Chromax terminates for convenience under clause 24.2.
9.3 Staged payments
Staged payments apply where expressly stated in a signed SOW, Quote, Contract, or written agreement. Chromax may invoice staged payments on the dates, milestones, or events stated in the relevant Contract.
9.4 Payment term
Unless otherwise agreed in writing, invoices are payable within 30 days of the invoice date.
9.5 Taxes excluded and gross-up
Unless expressly stated otherwise, all Charges exclude VAT, sales tax, withholding tax, import tax, duties, levies, customs charges, and other taxes or governmental charges, which shall be payable by the Client in addition. If the Client is required by Applicable Laws to withhold or deduct any amount from a payment to Chromax, the Client shall pay such additional amount as ensures that Chromax receives, after the withholding or deduction, the full amount invoiced, and shall provide Chromax with an official receipt or certificate evidencing the amount withheld.
9.6 Expenses
1. Unless expressly agreed otherwise in a Contract, the Client shall reimburse Chromax for all reasonable expenses incurred in connection with the Contract, including travel, accommodation, subsistence, transport, parking, shipping, customs, visas, permits, specialist tools, test equipment, software, licences, and third-party costs.
2. Unless the Contract states otherwise: flights are economy class for journeys of under 4 hours scheduled flying time and business class for longer journeys; accommodation is of a reasonable business standard appropriate to the location; mileage is charged at the prevailing HMRC approved rate; and individual expense items over £500 will be agreed with the Client in advance where reasonably practicable.
3. Expenses are invoiced at cost plus VAT where applicable, with receipts available on request.
4. The Client shall bear all bank, intermediary, currency conversion, and payment platform charges so that Chromax receives the full invoiced amount.
9.7 Currency
Chromax may invoice in GBP, EUR, or USD only. Unless otherwise stated, GBP is the default currency.
9.8 No set-off
The Client shall pay all amounts due in full without withholding, deduction, set-off, counterclaim, abatement, or discount, except as required by Applicable Laws.
9.9 Disputed invoices
If the Client disputes an invoice in good faith, it must notify Chromax in writing within 10 Business Days of receiving the invoice, giving full details of the dispute and paying all undisputed amounts by the due date. If the Client fails to notify Chromax within that period, the invoice shall be deemed accepted. Acceptance of an invoice does not affect the Client's right to give notice of a warranty claim under clause 14.3.
9.10 Late payment interest
If the Client fails to pay any amount by the due date, Chromax may charge interest on the overdue amount at 8% per annum above the Bank of England base rate from time to time, in line with the Late Payment of Commercial Debts (Interest) Act 1998. Interest accrues daily from the due date until actual payment, whether before or after judgment. Chromax may also claim the fixed sums and reasonable recovery costs provided for by that Act.
9.11 Recovery costs
The Client shall reimburse Chromax for all reasonable costs of recovering overdue amounts, including legal costs, debt recovery fees, administrative costs, and professional fees.
9.12 Suspension for non-payment
If any invoice remains unpaid after its due date, Chromax may suspend performance of any Contract, withhold Deliverables, suspend licences, suspend support, delay delivery, stop procurement, or cease work until all overdue amounts are paid in full.
9.13 Credit facilities
Chromax may grant, vary, reduce, withdraw, or cancel credit facilities at any time. Chromax may require payment in advance, staged payment, security, or revised payment terms as a condition of supply.
9.14 Non-refundable third-party costs
The Client is responsible for all third-party, vendor, licence, subscription, freight, travel, accommodation, manufacturing, configuration, procurement, and other non-cancellable or committed costs incurred by Chromax in connection with the Contract.
9.15 Standard hours
Unless the Contract states otherwise, time-based Charges are based on work performed between 09:00 and 17:30 UK time on Business Days. A day rate covers up to 8 hours of work in that window.
9.16 Out-of-hours work
Unless the Contract states otherwise, work outside standard hours at the Client's request, or made necessary by Client Cause, is charged at the following uplifts to the applicable rate:
1. 1.5× for work between 17:30 and 22:00 UK time on Business Days and for work on Saturdays;
2. 2× for work between 22:00 and 09:00 UK time, on Sundays, and on public holidays in England.
Where a Support Agreement sets its own cover hours and uplifts, the Support Agreement applies to the service it describes.
9.17 Travel time
Unless the Contract states otherwise:
1. travel within the United Kingdom of up to 2 hours each way is not charged;
2. travel within the United Kingdom of more than 2 hours each way is charged for the whole journey at 25% of the applicable day rate; and
3. international travel is charged at one day rate per direction of travel.
Travel time is charged in addition to the expenses of travel under clause 9.6.
9.18 Short-notice cancellation
Unless the Contract states otherwise, if the Client cancels or postpones booked days, site visits, or workshops:
1. more than 10 Business Days before the booked date, no cancellation charge applies, but committed expenses under clause 9.14 remain payable;
2. between 5 and 10 Business Days before the booked date, 50% of the booked Charges are payable; and
3. less than 5 Business Days before the booked date, 100% of the booked Charges are payable.
Chromax will use reasonable efforts to re-deploy cancelled time and will reduce the cancellation charge to the extent it does so.
10. Pricing changes and exchange-rate risk
10.1 Price variation
Chromax may adjust Charges to reflect increases in costs arising from:
1. vendor price changes;
2. manufacturer price changes;
3. exchange-rate movements;
4. freight, shipping, insurance, customs, tax, duty, or import/export costs;
5. changes in Applicable Laws;
6. supply-chain issues;
7. changes to scope, specification, quantities, delivery dates, assumptions, dependencies, or Client requirements;
8. Client Cause;
9. additional work or rework;
10. urgent or out-of-hours requirements; or
11. other costs outside Chromax's reasonable control.
10.2 Client responsibility for third-party increases
Any increase in third-party costs, vendor costs, licence fees, cloud charges, freight, taxes, duties, exchange-rate costs, or other pass-through costs shall be payable by the Client unless expressly agreed otherwise in writing.
11. Change control
11.1 Written approval required
Any change to scope, Deliverables, Products, assumptions, dependencies, specifications, milestones, dates, quantities, Charges, or other Contract terms must be agreed in writing before Chromax is obliged to perform the change.
11.2 Executive approval for informal changes
No informal instruction, discussion, workshop note, meeting action, ticket, email chain, or verbal request shall vary a Contract unless confirmed in writing by Chromax. Any waiver of this requirement must be approved by an executive director of Chromax.
11.3 Chargeable changes
Chromax may charge for variations, delays, rework, waiting time, repeat workshops, additional meetings, late customer decisions, changes in assumptions, changes in dependencies, changes in Client Materials, changes to third-party systems, and any additional work outside the agreed scope.
11.4 No obligation to start changed work
Chromax is not required to begin changed or additional work until the parties have agreed the scope, Charges, and timing for that work.
12. Products, Goods, and delivery
12.1 Products covered
The Contract may cover Chromax Products and Third Party Products, including hardware, software, licences, subscriptions, renewals, support, services, and related items.
12.2 Third Party Products
Third Party Products are supplied subject to the relevant vendor, manufacturer, licensor, cloud provider, distributor, reseller, support, warranty, end-user licence, acceptable use, subscription, maintenance, and service terms.
12.3 Client acceptance of third-party terms
By ordering, receiving, installing, accessing, activating, renewing, or using Third Party Products, the Client accepts and agrees to comply with all applicable third-party terms.
12.4 Chromax as reseller or procuring party
Where Chromax supplies Third Party Products, Chromax acts as reseller, procurement intermediary, integrator, or facilitator only. Chromax is not the manufacturer, licensor, host, publisher, carrier, cloud provider, or original supplier of Third Party Products.
12.5 Delivery estimates
Delivery dates are estimates only unless expressly agreed in writing. Chromax is not liable for delay caused by vendors, manufacturers, distributors, carriers, customs, shortages, export controls, import controls, supply-chain issues, Force Majeure Events, or Client Cause.
12.6 Default Incoterm
Unless otherwise agreed in writing, Products supplied internationally are supplied DAP Client's nominated delivery address under Incoterms 2020.
12.7 Client import responsibility
The Client is responsible for import clearance, import duties, customs charges, taxes, local fees, permits, regulatory approvals, certifications, insurance after risk transfer, local compliance, and any other destination-country requirements or charges.
12.8 Delivery access
The Client shall provide safe and suitable access, facilities, loading/unloading arrangements, delivery instructions, personnel, and permits required for delivery, installation, or commissioning.
12.9 Failed delivery
If delivery is delayed, refused, prevented, or failed due to Client Cause, Chromax may treat the Products as delivered, invoice the Client, and charge storage, redelivery, return, carrier, handling, insurance, customs, duty, and administration costs.
12.10 Partial delivery
Chromax may deliver Products in instalments. Each instalment may be invoiced separately and is treated as a separate delivery.
13. Risk and title
13.1 Risk transfer
Risk in Goods transfers to the Client:
1. when Goods are loaded for collection if the Client collects them or arranges carriage;
2. when Goods are made available to the Client's carrier if the Client arranges carriage;
3. when Goods are unloaded at the nominated delivery address if Chromax arranges delivery; or
4. at such other point stated in the relevant Incoterm or Contract.
13.2 Title retention
Title to Goods remains with Chromax until Chromax has received payment in full for:
1. those Goods;
2. all related Charges;
3. all other amounts due from the Client to Chromax under any Contract; and
4. all interest and recovery costs.
13.3 Client obligations before title passes
Until title passes, the Client shall:
1. hold the Goods as bailee for Chromax;
2. store the Goods separately where reasonably practicable;
3. keep the Goods clearly identifiable as Chromax's property;
4. keep the Goods insured for their full replacement value;
5. not pledge, charge, encumber, dispose of, modify, or damage the Goods except in the ordinary course of business;
6. notify Chromax immediately of any insolvency event or attempted seizure; and
7. permit Chromax to inspect or recover the Goods if the Client defaults.
13.4 Recovery of Goods
If the Client fails to pay, becomes insolvent, or breaches these Terms, Chromax may require the Client to return unpaid Goods. The Client grants Chromax, its personnel, and its agents permission to enter premises where Goods are stored to inspect and recover them, subject to Applicable Laws.
13.5 Right to sue for price
Chromax may recover the price of Goods notwithstanding that title has not passed to the Client.
14. Inspection, acceptance, defects, and returns
14.1 Inspection on delivery
The Client shall inspect Goods and Deliverables promptly on delivery.
14.2 Acceptance period
Goods and Deliverables are deemed accepted 10 Business Days after delivery unless, within that period, the Client gives Chromax written notice describing in reasonable detail a material non-conformity with the Contract or, where Acceptance Criteria are agreed, a failure to meet those Acceptance Criteria. Acceptance also occurs when the Client signs an acceptance certificate or first uses the Goods or Deliverables in its business, whichever is earliest. Acceptance ends the Client's right to reject, but does not end the warranty in clause 15 or the right to give notice under clause 14.3.
14.3 Warranty notice for Services and Deliverables
If, after acceptance, the Client believes Services or Deliverables materially fail to comply with the Contract, the Client must notify Chromax in writing with full details as soon as reasonably practicable and in any event: (a) for Services, and for Deliverables supplied on a time and materials basis, within the Hypercare Period; and (b) for Deliverables supplied for a fixed price, within 6 months of delivery. During the Hypercare Period Chromax corrects notified non-conformance at no charge. After it, support is provided under a Support Agreement where one is in place and is otherwise chargeable. The Client's remedies for a valid notice under this clause are those in clause 15.7.
14.4 Defects in Goods
If the Client believes Goods are defective, damaged, short-delivered, or not in conformity with the Contract, the Client must notify Chromax in writing with full details and photographic evidence within 7 days of delivery or expected delivery.
14.5 Packaging and inspection
The Client must retain all packaging and allow Chromax, the carrier, vendor, distributor, manufacturer, or insurer a reasonable opportunity to inspect any damaged or defective Goods.
14.6 Failure to notify
If the Client fails to notify Chromax within the applicable period, the Client is deemed to have accepted the relevant Goods or Deliverables and may not reject them, subject to any mandatory Applicable Laws.
14.7 RMA required
Products may be returned only with Chromax's prior written approval and a valid return material authorisation or equivalent reference.
14.8 Return conditions
Returned Products must be complete, unused unless otherwise agreed, in original packaging, properly packed, clearly marked, and returned at the Client's risk and cost unless Chromax expressly agrees otherwise.
14.9 Restocking charge
Chromax may charge a restocking, inspection, testing, handling, vendor, or administration fee for returned Products. The fee may be between 25% and 100% of the price of the Products, depending on the circumstances, vendor terms, condition, and resaleability.
14.10 No return of bespoke or special-order Products
Chromax is not required to accept return of Products that are bespoke, configured, built to order, special-order, customised, licensed, activated, registered, downloaded, subscription-based, time-limited, perishable, opened, used, or procured specifically for the Client.
15. Warranties
15.1 Services warranty
Chromax warrants that Services will be performed with reasonable skill and care.
15.2 Deliverables warranty
Chromax warrants that Deliverables will materially conform to the relevant Contract at the time of delivery, subject to Client Cause, Client Materials, third-party dependencies, assumptions, and agreed limitations.
15.3 Chromax Products warranty
Unless otherwise stated in a Contract, Chromax warrants that Chromax Products will materially conform to their agreed specification for 6 months from delivery under normal use and operating conditions.
15.4 Third Party Products warranty
Third Party Products are supplied with the benefit of the manufacturer's, vendor's, licensor's, or supplier's warranty only, to the extent that warranty is transferable or made available to the Client. Chromax gives no separate warranty for Third Party Products.
15.5 Software and licences
Software, licences, subscriptions, SaaS, cloud services, vendor support, and maintenance are subject to the relevant third-party terms. Chromax does not warrant that software or services will be uninterrupted, error-free, vulnerability-free, compatible, secure, available, or suitable for the Client's intended use unless expressly stated in a Contract.
15.6 Exclusions from warranty
Chromax is not liable under any warranty to the extent the issue arises from:
1. fair wear and tear;
2. misuse, neglect, abuse, accident, or improper operation;
3. abnormal working conditions;
4. unsupported use;
5. failure to follow instructions, documentation, specifications, or recommendations;
6. modification, repair, configuration, or alteration by anyone other than Chromax or its authorised personnel;
7. Client Materials;
8. Client Cause;
9. third-party products, systems, services, networks, hosting, carriers, cloud providers, vendors, or suppliers;
10. use with incompatible systems, data, software, hardware, firmware, workflows, or environments;
11. security incidents not caused by Chromax's breach of Contract;
12. failure to maintain backups, resilience, monitoring, security, or disaster recovery;
13. changes made after delivery;
14. environmental, power, cooling, network, connectivity, or site issues;
15. operation outside the agreed specification; or
16. any matter outside Chromax's reasonable control.
15.7 Sole remedies
Subject to clause 27.4, the Client's sole remedies for breach of warranty are, at Chromax's option:
1. re-performance of the affected Services;
2. correction, repair, replacement, workaround, or update of the affected Deliverables or Chromax Products;
3. assistance in making a warranty claim against the relevant vendor for Third Party Products;
4. refund or credit of the Charges paid for the affected item or affected portion of the Services; or
5. such other remedy expressly agreed in writing.
15.8 Implied warranties excluded
To the fullest extent permitted by Applicable Laws, all implied warranties, conditions, terms, representations, undertakings, and obligations are excluded, including implied terms relating to quality, fitness for purpose, merchantability, performance, compatibility, uninterrupted use, non-infringement, or correspondence with description.
16. Third-party vendors, software, cloud, and licences
16.1 Vendor terms
The Client shall comply with all applicable vendor, manufacturer, licensor, cloud provider, distributor, reseller, open-source, and third-party terms.
16.2 Licence responsibility
The Client is responsible for ensuring that it has appropriate licences, subscriptions, permissions, usage rights, capacity, user counts, entitlements, and support coverage for its systems and use cases.
16.3 No responsibility for vendor acts
Chromax is not liable for the acts, omissions, failures, defects, outages, delays, price changes, licence changes, end-of-life decisions, end-of-support decisions, security issues, roadmap changes, or other conduct of third-party vendors, suppliers, manufacturers, cloud providers, carriers, or distributors.
16.4 Open-source and third-party components
Chromax may use open-source or third-party components where reasonably appropriate. Such components are subject to their own licence terms.
16.5 Client indemnity for licence breach
The Client shall indemnify Chromax against all losses, costs, claims, and expenses arising from the Client's breach of third-party licence terms, usage restrictions, export restrictions, acceptable use policies, or vendor terms.
17. Subcontracting and personnel
17.1 Subcontractors
Chromax may use subcontractors, associates, consultants, suppliers, vendors, and third-party service providers to perform or support any Contract.
17.2 Responsibility
Chromax remains responsible for the acts and omissions of subcontractors engaged by Chromax to perform Services, subject to these Terms and the limitations of liability.
17.3 Replacement personnel
Chromax may replace personnel where reasonably necessary. Named personnel are not guaranteed unless expressly stated in a signed SOW.
17.4 Client site rules
Chromax personnel shall comply with reasonable site, security, health and safety, and conduct rules notified by the Client in advance, provided they do not conflict with these Terms or materially increase Chromax's obligations without agreed Charges.
17.5 Non-solicitation
During a Contract and for 12 months after it ends, the Client shall not, directly or indirectly, without Chromax's prior written consent, employ, engage, or solicit for employment or engagement any director, employee, associate, or subcontractor of Chromax who was involved in performing that Contract. This does not prevent general recruitment advertising not targeted at Chromax personnel. If the Client breaches this clause, it shall pay Chromax, as a reasonable pre-estimate of Chromax's recruitment and replacement costs, a sum equal to 25% of the person's annual remuneration or fee rate with the Client, or £25,000, whichever is greater.
17.6 Non-circumvention
During a Contract and for 12 months after it ends, the Client shall not, without Chromax's prior written consent, contract directly with any subcontractor, associate, or supplier first introduced to the Client by Chromax under that Contract for work of the kind Chromax was engaged to perform. This does not apply to vendors of Third Party Products or to suppliers with whom the Client had an existing relationship before the introduction.
18. Intellectual Property Rights
18.1 Background IP retained
Each party retains ownership of its Background IP.
18.2 Chromax Materials retained
Chromax retains all rights, title, and interest in and to Chromax Materials, including all Background IP, reusable materials, scripts, templates, tools, methodologies, frameworks, processes, know-how, documentation structures, generic code, automation, designs, techniques, and improvements.
18.3 Client licence to final Deliverables
Subject to full payment of all amounts due, Chromax grants the Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use, copy, modify, and maintain the final Deliverables for the Client's internal business purposes and, where the Contract names an end customer of the Client, to sublicense them to that end customer for the same purpose. The licence does not permit the Client to sell, distribute, or otherwise commercialise the Deliverables themselves, or to use Chromax Materials separately from the Deliverables.
18.4 Licence restrictions
The Client shall not, without Chromax's prior written consent:
1. sell, resell, publish, distribute, commercialise, or make available Chromax Materials or Deliverables to third parties, except the sublicence permitted by clause 18.3;
2. copy, adapt, modify, reverse engineer, decompile, disassemble, or create derivative works from Chromax Materials except as permitted by law or expressly agreed;
3. remove proprietary notices;
4. use Chromax Materials to develop competing services or products;
5. use Deliverables outside the purpose permitted by clause 18.3; or
6. use Chromax Materials after termination except to the extent expressly licensed.
18.5 Assignment only if express
No Intellectual Property Rights are assigned to the Client unless a Contract expressly states that specific rights are assigned and the assignment is signed by an executive director of Chromax.
18.6 Reuse by Chromax
Chromax may reuse general knowledge, ideas, experience, skills, methods, know-how, templates, scripts, tools, approaches, non-customer-specific materials, and learning gained or developed during a Contract, provided Chromax does not disclose the Client's Confidential Information.
18.7 Client Materials ownership
The Client retains ownership of Client Materials. The Client grants Chromax the licence in clause 8.2.
18.8 Client warranty of rights
The Client warrants that Client Materials, instructions, specifications, requirements, and data supplied to Chromax do not infringe third-party rights and may lawfully be used by Chromax for the Contract.
18.9 Third-party IP
Third Party Products and third-party components remain owned by the relevant third party and are subject to applicable third-party licence terms.
18.10 IP indemnity from Client
The Client shall indemnify Chromax against all claims, losses, liabilities, costs, and expenses arising from alleged or actual infringement of third-party rights caused by Client Materials, Client instructions, Client specifications, or the combination or use of Services, Deliverables, Products, or Chromax Materials with materials not supplied by Chromax.
18.11 IP indemnity from Chromax
1. Subject to clause 27 and the rest of this clause, Chromax shall indemnify the Client against damages and costs finally awarded by a court, or agreed by Chromax in settlement, in respect of a third-party claim that the Client's use of Deliverables created by Chromax, in accordance with the Contract, infringes that third party's Intellectual Property Rights in the United Kingdom.
2. This indemnity does not apply to the extent the claim arises from Client Materials, Client instructions or specifications, Third Party Products, open-source components, modification of the Deliverables by anyone other than Chromax, combination of the Deliverables with anything not supplied by Chromax, use outside the agreed purpose, or continued use after Chromax has offered a non-infringing alternative.
3. The Client shall follow the procedure in clause 26.1 and give Chromax sole conduct of the claim under clause 26.2.
4. If a claim is made or Chromax reasonably believes one is likely, Chromax may at its option and cost: procure the right for the Client to continue using the affected Deliverables; modify or replace them so that they no longer infringe without materially reducing their function; or, if neither is reasonably achievable, withdraw the affected Deliverables and refund the Charges paid for them less a reasonable amount for use to date.
5. This clause states the Client's sole remedy for third-party infringement claims relating to Deliverables.
19. Data protection
19.1 General data position
The parties acknowledge that Chromax will usually process only business contact information, project information, technical information, logs, operational information, and limited personal data in connection with the administration and performance of Contracts.
19.2 Compliance with data protection law
Each party shall comply with applicable data protection and privacy laws, including the UK GDPR, the Data Protection Act 2018, and any other data protection laws applicable to the relevant processing.
19.3 No unnecessary personal data
The Client shall not provide personal data, special category data, sensitive data, credentials, passwords, production logs, recordings, user data, or regulated data to Chromax unless it is necessary for the Contract and the Client has notified Chromax in advance.
19.4 Data processing schedule
Where Chromax processes personal data as processor on behalf of the Client, the data processing terms in Schedule 1 apply unless the parties enter into a separate data processing agreement.
19.5 Independent controller activity
Chromax may process business contact data, billing information, contract records, communications, and project administration data as an independent controller for business administration, legal, accounting, insurance, audit, compliance, and customer relationship purposes.
19.6 Security measures
Chromax shall implement appropriate technical and organisational measures having regard to the nature of the processing, the information made available to Chromax, the state of technology, the cost of implementation, and the risks presented by the processing.
19.7 Breach notification
Each party shall notify the other without undue delay after becoming aware of a personal data breach affecting personal data processed under the relevant Contract, where notification is required by Applicable Laws or reasonably necessary for the other party to comply with its legal obligations.
19.8 Use of third-party tools
Chromax may use suitable third-party tools and service providers for delivery and administration, including Microsoft 365, Google Workspace, GitHub, AWS, cloud services, remote access tools, ticketing systems, accounting tools, document storage, communications platforms, and project management tools.
19.9 International transfers
Chromax may transfer personal data internationally where lawful safeguards or lawful transfer mechanisms are in place, including the UK International Data Transfer Agreement or Addendum, or where the transfer is otherwise permitted by Applicable Laws.
20. Security, access, and credentials
20.1 Security obligations
Each party shall take reasonable steps to protect systems, credentials, data, and Confidential Information used in connection with a Contract.
20.2 Client access responsibility
The Client is responsible for granting, managing, monitoring, limiting, and revoking access to its systems. The Client shall provide only the access reasonably necessary for Chromax to perform the Contract.
20.3 Credentials
The Client shall not provide shared, insecure, or unnecessary credentials. Where credentials are required, the Client shall use secure methods and shall revoke access when no longer required.
20.4 No responsibility for Client security posture
Unless expressly agreed in writing, Chromax is not responsible for the Client's overall security posture, security monitoring, patching, vulnerability management, identity management, access control, backups, disaster recovery, incident response, or compliance.
20.5 Security incidents
Each party shall promptly notify the other of material security incidents known to it that materially affect the Contract.
21. Mutual confidentiality and NDA provisions
21.1 Confidential Information
Confidential Information means all information, in any form, disclosed or made available by or on behalf of one party or its Affiliates to the other party or its representatives, whether before or after the Contract is formed, that:
1. is marked, described, or identified as confidential;
2. ought reasonably to be understood as confidential given its nature or the circumstances of disclosure; or
3. relates to business, operations, finances, customers, suppliers, personnel, strategy, pricing, trade secrets, know-how, technology, software, code, designs, diagrams, architecture, infrastructure, security, systems, workflows, data, intellectual property, products, services, plans, negotiations, or the Contract.
Confidential Information includes information derived from Confidential Information.
21.2 Confidentiality obligations
Each receiving party shall:
1. keep the disclosing party's Confidential Information confidential and secure;
2. use the Confidential Information only for the purpose of the Contract or any other agreed permitted purpose;
3. not disclose Confidential Information except as permitted by these Terms;
4. apply at least the same degree of care it applies to its own confidential information, and in any event reasonable care;
5. notify the disclosing party without undue delay if it becomes aware of unauthorised access, use, copying, disclosure, or loss of Confidential Information;
6. not upload, paste, or otherwise submit the disclosing party's Confidential Information to any public repository, public forum, or third-party artificial-intelligence, machine-learning, or large-language-model service, unless the service is operated under an enterprise agreement that prevents the information being retained or used to train models and the disclosing party has consented in writing; and
7. ensure permitted recipients comply with confidentiality obligations no less protective than those in these Terms.
21.3 Permitted disclosures
A receiving party may disclose Confidential Information to:
1. its employees, directors, officers, contractors, subcontractors, consultants, advisers, insurers, auditors, accountants, lawyers, finance providers, and professional representatives on a need-to-know basis;
2. its Affiliates on a need-to-know basis;
3. third-party service providers used for delivery, administration, storage, security, communications, accounting, legal, or compliance purposes;
4. regulators, courts, tribunals, government bodies, law enforcement, tax authorities, or other authorities where required by law;
5. a proposed assignee, investor, purchaser, insurer, or professional adviser in connection with a corporate transaction, provided appropriate confidentiality protections apply; and
6. any other person with the disclosing party's prior written consent.
21.4 Exceptions
Confidentiality obligations do not apply to information that the receiving party can demonstrate:
1. is or becomes public other than through breach of these Terms;
2. was lawfully known to the receiving party without confidentiality restriction before disclosure;
3. is lawfully received from a third party without confidentiality restriction;
4. is independently developed without use of or reference to the disclosing party's Confidential Information; or
5. must be disclosed by Applicable Laws, provided the receiving party gives prior notice where lawful and reasonably practicable.
21.5 Publicity
Use of either party's name and logo, and anonymised references to project work, are dealt with in clause 31.
21.6 Separate MNDA
For sensitive projects, either party may request a separate mutual non-disclosure agreement, for which Chromax's standard MNDA (Schedule 2) may be used. Unless expressly stated otherwise in that separate agreement, these Terms continue to apply to the Contract.
21.7 Duration
The obligations in this clause 21 continue for 5 years after the end of the relevant Contract, except that trade secrets remain protected for as long as they remain trade secrets under Applicable Laws.
21.8 Return and retention
On written request, the receiving party shall return or destroy Confidential Information where reasonably practicable, except that it may retain copies:
1. required by law;
2. held in backups or archives not readily accessible in ordinary use;
3. required for legal, regulatory, audit, insurance, accounting, tax, compliance, or professional purposes;
4. required to evidence performance of the Contract; or
5. contained in board papers, internal records, professional advice, or automatically retained systems.
Any retained Confidential Information remains subject to this clause.
22. Compliance, sanctions, export control, and legal risk
22.1 Compliance with law
Each party shall comply with Applicable Laws in connection with the Contract.
22.2 Client regulatory responsibility
The Client is responsible for ensuring that its use of Services, Deliverables, and Products complies with Applicable Laws, including sector-specific regulation, broadcast regulation, telecoms regulation, export control, import control, sanctions, privacy, security, safety, employment, tax, and local compliance requirements.
22.3 Anti-bribery and corruption
Each party shall comply with applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010 where applicable. Neither party shall offer, promise, give, request, agree to receive, or accept any bribe or improper advantage in connection with a Contract.
22.4 Sanctions and export controls
The Client shall not use, export, re-export, transfer, resell, make available, or otherwise provide Services, Deliverables, Products, software, technical information, or support in breach of sanctions, export controls, import controls, or trade restrictions.
22.5 Prohibited use
The Client shall not use Services, Deliverables, or Products for unlawful purposes, sanctioned territories or persons, prohibited end uses, surveillance contrary to law, human rights abuses, malware, unauthorised access, circumvention of security, or any purpose likely to expose Chromax to legal, regulatory, sanctions, export-control, or reputational risk.
22.6 Modern slavery and tax evasion
Each party shall comply with applicable laws relating to modern slavery, human trafficking, tax evasion, and facilitation of tax evasion.
22.7 Permits and approvals
The Client is responsible for obtaining all local permits, licences, approvals, permissions, certifications, import/export authorisations, and regulatory clearances required for its receipt, deployment, operation, and use of Services, Deliverables, and Products.
23. Insurance
Chromax shall maintain professional indemnity insurance of not less than £5,000,000, public liability insurance of not less than £5,000,000, cyber and network security liability insurance of not less than £5,000,000, and employers' liability insurance of not less than £10,000,000, in each case per claim and with worldwide territorial scope, and such other insurance cover as it considers appropriate having regard to the nature of its business, the Services, Deliverables, Products supplied, and its obligations under the Contract. Chromax will provide evidence of cover on request. Nothing in any insurance arrangement increases Chromax's liability beyond the limits stated in these Terms.
24. Term and termination
24.1 Term
Each Contract starts when formed under clause 3 and continues until completion, expiry, or termination in accordance with these Terms or the relevant Contract.
24.2 Termination for convenience
Either party may terminate a Contract for convenience by giving not less than 60 days' written notice, or, for a Statement of Works, not less than 30 days' written notice, unless a different notice period is stated in the relevant Contract. This clause does not apply to a Support Agreement or other Contract that states a fixed term or minimum term, which may be terminated for convenience only as that Contract provides.
24.3 Termination for breach
Either party may terminate a Contract if the other party commits a material breach and fails to remedy that breach within 30 days after receiving written notice requiring remedy.
24.4 Immediate termination by Chromax
Chromax may terminate or suspend any Contract immediately by written notice if:
1. the Client fails to pay any undisputed overdue amount after notice;
2. the Client becomes insolvent or is reasonably considered unable to pay its debts;
3. the Client undergoes a change of control that Chromax reasonably considers may affect risk, payment, compliance, security, or performance;
4. the Client breaches clauses relating to confidentiality, IP, data protection, security, sanctions, export control, prohibited use, or compliance;
5. continuing performance may expose Chromax to legal, regulatory, sanctions, export-control, safety, security, operational, or reputational risk;
6. the Client provides false, misleading, or incomplete information;
7. the Client fails to provide access, cooperation, permissions, or information required for performance;
8. the Client is subject to sanctions or becomes a prohibited person; or
9. a Force Majeure Event continues for more than 90 days.
24.5 Effect of termination
Termination or expiry does not affect accrued rights, remedies, obligations, or liabilities.
24.6 Payment on termination
On termination or expiry, the Client shall immediately pay:
1. all unpaid invoices;
2. Charges for Services performed and Deliverables supplied up to termination;
3. Charges for Products delivered or procured;
4. committed, unavoidable, or non-cancellable costs;
5. vendor, licence, subscription, support, renewal, travel, accommodation, procurement, manufacturing, configuration, freight, and third-party costs incurred or committed;
6. reasonable demobilisation, handover, return, cancellation, and administration costs; and
7. any interest or recovery costs.
Charges paid in advance for a period of support, cover, subscription, or retained availability are not refundable on termination by the Client or on termination by Chromax under clause 24.4. Where Chromax terminates for convenience under clause 24.2, or the Client terminates under clause 24.3 for Chromax's material breach, Chromax shall refund the proportion of any prepaid periodic Charges relating to the period after termination.
24.7 Client cancellation
If the Client cancels, delays, defers, or reduces a Contract, order, milestone, or delivery, the Client shall pay Chromax for all work performed, booked time in accordance with clause 9.18, committed resources, non-cancellable costs, Products ordered, vendor charges, third-party costs, and losses arising from the cancellation, delay, deferral, or reduction.
24.8 Survival
Clauses intended to survive termination shall continue, including clauses relating to payment, expenses, title, confidentiality, IP, data protection, warranties, liability, indemnities, non-solicitation, compliance, governing law, disputes, notices, and interpretation.
25. Force majeure
25.1 Relief
A party is not liable for delay or failure to perform to the extent caused by a Force Majeure Event.
25.2 Notice and mitigation
The affected party shall notify the other party as soon as reasonably practicable and take reasonable steps to mitigate the effect of the Force Majeure Event.
25.3 Payment obligations
Force majeure does not excuse payment obligations for Services, Deliverables, Products, or costs already supplied, performed, incurred, or committed.
25.4 Long force majeure
Either party may terminate the affected Contract if a Force Majeure Event continues for more than 90 days and materially prevents performance.
26. Indemnities
26.1 Indemnity procedure
A party seeking an indemnity shall notify the other party promptly after becoming aware of the relevant claim, provide reasonable information and assistance, and not settle or admit liability without the indemnifying party's prior written consent, such consent not to be unreasonably withheld or delayed.
26.2 Conduct of claims
The indemnifying party may conduct negotiations and defence of the claim where it does so diligently and does not materially prejudice the indemnified party's reputation, business, legal position, or rights.
26.3 Liability cap applies
All indemnities given by Chromax, including under clause 18.11, are subject to the liability cap and exclusions in clause 27, except to the extent liability cannot legally be limited.
27. Limitation and exclusion of liability
27.1 Cap per Contract
Subject to clause 27.4, Chromax's total aggregate liability arising under or in connection with a Contract, whether in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution, indemnity, or otherwise, shall not exceed the greater of:
1. the total Charges paid or payable by the Client to Chromax under that Contract in the 12 months immediately before the event giving rise to the claim; or
2. £25,000.
27.2 Annual ceiling and breadth
1. Subject to clause 27.4, and regardless of clause 27.1, Chromax's total aggregate liability arising under or in connection with all Contracts between the parties in any calendar year shall not exceed £1,000,000.
2. The caps in clauses 27.1 and 27.2 apply to all claims, liabilities, losses, damages, costs, and expenses, including claims relating to data protection, confidentiality, Intellectual Property Rights, indemnities, security, Services, Deliverables, Products, Goods, software, licences, support, warranty, delay, non-performance, misrepresentation, and negligence, except to the extent liability cannot legally be limited.
27.3 Excluded losses
Subject to clause 27.4, Chromax is not liable for any of the following, whether direct, indirect, consequential, special, exemplary, punitive, or otherwise:
1. loss of profit;
2. loss of revenue;
3. loss of turnover;
4. loss of business;
5. loss of business opportunity;
6. loss of contract;
7. loss of anticipated savings;
8. loss of goodwill;
9. reputational damage;
10. loss of use;
11. loss, corruption, restoration, or reconstruction of data, media, logs, recordings, or content;
12. downtime;
13. production interruption;
14. broadcast outage;
15. live-event failure;
16. loss of transmission;
17. contribution or distribution failure;
18. customer SLA penalties;
19. liquidated damages owed by the Client to third parties;
20. third-party claims, except to the extent expressly covered by an indemnity and subject to the cap;
21. wasted expenditure;
22. increased operating costs;
23. procurement of substitute services or products;
24. loss caused by Client Cause;
25. loss caused by third-party vendors, suppliers, manufacturers, carriers, cloud providers, hosting providers, software providers, licensors, or networks; or
26. indirect or consequential loss of any kind.
27.4 Non-excludable liability
Nothing in these Terms excludes or limits liability for:
1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation;
3. any liability that cannot legally be excluded or limited; or
4. any other liability to the extent exclusion or limitation is prohibited by Applicable Laws.
27.5 No double recovery
The Client may not recover more than once for the same loss.
27.6 Mitigation
Each party shall take reasonable steps to mitigate any loss arising under or in connection with a Contract.
27.7 Time limit for claims
Subject to clause 27.4, the Client must bring any claim within 12 months after the date on which the Client became aware, or ought reasonably to have become aware, of the facts giving rise to the claim. Claims not brought within that period are barred to the fullest extent permitted by Applicable Laws.
27.8 Allocation of risk
The Client acknowledges that the Charges are calculated on the basis of the exclusions and limitations of liability in these Terms, that Chromax's insurance under clause 23 is arranged on the same basis, and that Chromax would not enter into the Contract on the same commercial terms without those exclusions and limitations.
28. Records, audit, and evidence
28.1 Records
Chromax may keep reasonable records of Contracts, work performed, Deliverables, communications, approvals, decisions, and Client instructions.
28.2 No general audit right
The Client has no audit right unless expressly agreed in writing or required by mandatory Applicable Laws.
28.3 Evidence of work
Timesheets, tickets, emails, project records, commits, meeting notes, delivery notes, access logs, project management records, and other operational records may be used as evidence of work performed, instructions received, or Deliverables supplied.
29. Assignment, novation, and change of control
29.1 Client assignment
The Client may not assign, transfer, novate, charge, subcontract, or otherwise dispose of any Contract or rights under it without Chromax's prior written consent.
29.2 Chromax assignment
Chromax may assign, transfer, novate, subcontract, or otherwise dispose of any Contract or rights under it to an Affiliate, successor, purchaser, or assignee of substantially all of its relevant business or assets.
29.3 Change of control
The Client shall notify Chromax promptly of any change of control. Chromax may terminate or revise credit terms if it reasonably considers the change of control may affect risk, payment, compliance, security, or performance.
30. Notices
30.1 Written notices
Notices under a Contract must be in writing and sent by email unless email is not practicable.
30.2 Chromax notices
Notices to Chromax must be sent to legal@chromax.tv.
30.3 Client notices
Notices to the Client may be sent to the notice email, billing email, project email, signatory email, or other email address stated in the Quote, SOW, purchase order, Contract, onboarding documents, or previous correspondence.
30.4 Deemed receipt
An email notice is deemed received at 9:00am on the next Business Day after sending, unless the sender receives an automated delivery failure notice.
30.5 Legal proceedings
This clause does not apply to service of legal proceedings, arbitration papers, or other formal dispute documents where Applicable Laws require another method.
31. Publicity and references
31.1 Client name and logo
Chromax shall not use the Client's name or logo in public marketing without the Client's express written consent.
31.2 Anonymised references
Chromax may describe projects, capabilities, sectors, technical approaches, outcomes, and experience in anonymised or non-identifying form, including in proposals, marketing materials, case studies, capability statements, and discussions with prospective customers, provided Chromax does not disclose the Client's identity or Confidential Information without consent.
31.3 Client publicity
The Client shall not use Chromax's name, logo, trade marks, personnel names, or project details in public announcements, press releases, marketing, or case studies without Chromax's prior written consent.
31.4 Sensitive projects
Where a project is sensitive, regulated, security-related, government-related, defence-adjacent, commercially sensitive, or otherwise confidential, either party may require additional publicity restrictions in the relevant SOW or separate MNDA.
32. Order documents and change requests
32.1 Standard forms
Chromax places engagements on its standard forms: the Statement of Works (reference CMX-[Client]-SOW-[n]), the Critical Works Schedule (CMX-[Client]-SOW-[n]-CWS), the Change Request (CMX-[Client]-SOW-[n]-CRQ-[n] for a Statement of Works, CMX-[Client]-SLA-[n]-CRQ-[n] for a Support Agreement), the Support Service Level Agreement (CMX-[Client]-SLA-[n]), and the Cover Schedule (CMX-[Client]-SLA-[n]-COV-[n]). Each form identifies the Contract it belongs to and the Quote it prices against.
32.2 Change Requests
A change to a Contract is recorded in a Change Request setting out its effect on scope, Charges, and dates. A Change Request that alters only scope, deliverables, assumptions, contacts, or working arrangements, with no effect on Charges, estimates, caps, dates, cover, or the matters in the next sentence, may be agreed by email from the Client's authorised contact quoting its reference, acknowledged by Chromax. Any Change Request affecting Charges, estimates, caps, prices, invoicing, dates, or Cover Periods, or affecting critical work, a Critical Works Schedule, Supported Systems, cover tiers, response targets, named personnel, travel to a new country, liability or risk allocation, or varying these Terms or an MSA, takes effect only when signed by both parties, regardless of any cost or date effect. A change that does not clearly fall within the first sentence is treated as falling within the second. Clause 11 applies.
32.3 Cover Schedules
Under a Support Agreement, cover periods are recorded in a Cover Schedule, which is confirmed by email from Chromax and needs no signature. A Cover Schedule records cover periods, contacts, sites, and prerequisites only; it is not an amendment to the Support Agreement and cannot add Supported Systems, change the cover tier, response targets, or Charges, or vary any term. Pre-agreed or recurring dates may be confirmed the same way.
32.4 Critical Works Schedule
Critical Works are carried out only under a Statement of Works that includes a signed Critical Works Schedule, and do not start until it is signed.
33. Electronic signatures and counterparts
Contracts may be signed electronically and in counterparts. Each counterpart is an original and together they form one instrument.
34. Variation of Terms
34.1 Updates to Terms
Chromax may update these Terms from time to time, including by publishing an updated version on its website or providing notice to the Client. Each version carries a version number and effective date, and Chromax keeps an archive of previous versions.
34.2 Existing Contracts
Unless expressly agreed otherwise, the version of the Terms in effect on the date a Contract is formed applies to that Contract.
34.3 Future Contracts
Updated Terms apply to future Contracts formed after the updated Terms are issued or made available.
34.4 Contract variation
No variation of an existing Contract is effective unless agreed in writing by the parties, except as expressly permitted by these Terms.
35. Waiver
A delay or failure to exercise a right or remedy is not a waiver. A waiver is effective only if given in writing and applies only to the specific circumstances for which it is given.
36. Severance
If any provision of these Terms or any Contract is invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If modification is not possible, it shall be deemed deleted. The remaining provisions remain in force.
37. Entire agreement
37.1 Entire agreement
Each Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous discussions, negotiations, representations, proposals, statements, and understandings relating to that subject matter.
37.2 Reliance
The Client acknowledges that it has not relied on any statement, representation, assurance, warranty, forecast, estimate, or promise not expressly set out in the Contract.
37.3 Fraud preserved
Nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation.
38. Third-party rights
Except where expressly stated, no person other than the parties has any right to enforce any term of a Contract under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
39. Dispute resolution
39.1 Escalation
Before commencing court or arbitration proceedings, either party may refer a dispute to senior representatives of both parties. The parties shall attempt in good faith to resolve the dispute within 20 Business Days after referral.
39.2 Urgent relief
Nothing prevents either party from seeking urgent injunctive, interim, protective, or equitable relief at any time, including to protect Confidential Information, Intellectual Property Rights, systems, security, data, or payment rights.
39.3 UK customers
Where the Client is not an International Client, the courts of England and Wales have exclusive jurisdiction to settle disputes or claims arising out of or in connection with the Contract, including non-contractual disputes or claims.
39.4 International customers
Where the Client is an International Client, any dispute or claim arising out of or in connection with the Contract, including any non-contractual dispute or claim, shall be finally resolved by arbitration under the LCIA Rules, which are deemed incorporated by reference into this clause. The seat of arbitration shall be London, England. The language of the arbitration shall be English. The tribunal shall consist of one arbitrator unless the parties agree otherwise or the LCIA Court determines otherwise.
39.5 Debt claims
Regardless of clause 39.4, Chromax may bring a claim for payment of Charges, interest, or recovery costs against an International Client in the courts of England and Wales or in any court of competent jurisdiction where the Client is established or has assets.
39.6 Enforcement
Judgment or award may be enforced in any court or jurisdiction with authority over the relevant party or its assets.
40. Governing law
Each Contract and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales.
Schedule 1 — Data processing terms
This Schedule applies where Chromax processes personal data as processor on behalf of the Client as controller.
1. Processing instructions
Chromax shall process personal data only:
1. as reasonably necessary to perform the Contract;
2. in accordance with the Client's documented lawful instructions, including in relation to international transfers;
3. as required by Applicable Laws, in which case Chromax shall inform the Client of that requirement before processing unless prohibited by law; or
4. as otherwise permitted by the Contract.
Chromax shall inform the Client without undue delay if, in Chromax's opinion, an instruction infringes data protection law. Chromax is not obliged to carry out that instruction and is not liable for any resulting delay.
2. Client instructions
The Client's instructions are to process personal data for the purpose of providing the Services, Deliverables, support, administration, and related activities described in the Contract.
3. Processing details
Unless otherwise stated in a Contract:
1. Subject matter: delivery and administration of Services, Deliverables, Products, support, consultancy, technical work, and project activities.
2. Duration: the term of the relevant Contract and any retention period permitted by the Contract or Applicable Laws.
3. Nature and purpose: access, storage, transmission, analysis, review, support, troubleshooting, documentation, administration, and communication.
4. Types of personal data: business contact data, names, job titles, business email addresses, business telephone numbers, account identifiers, technical logs, system user identifiers, and other project-related data made available by the Client.
5. Categories of data subjects: Client personnel, contractors, suppliers, end users, and other individuals whose data is included in Client Materials.
6. Special category data: none unless expressly agreed in writing.
4. Confidentiality
Chromax shall ensure that personnel authorised to process personal data are subject to appropriate confidentiality obligations.
5. Security
Chromax shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and accidental loss, destruction, damage, alteration, or disclosure.
6. Subprocessors
1. The Client gives general authorisation for Chromax to use subprocessors and third-party service providers for performance and administration of the Contract, including the categories of tool and provider listed in clause 19.8 of the Terms. Chromax will provide a current list of subprocessors on request.
2. Chromax shall give the Client at least 14 days' notice of any new subprocessor that will process the Client's personal data. The Client may object in writing within that period on reasonable data-protection grounds. If the parties cannot resolve the objection within a further 14 days, either party may terminate the affected Services on notice, and the Client shall pay for Services performed to the date of termination.
3. Chromax shall impose data-protection obligations on each subprocessor that are no less protective than those in this Schedule, and remains responsible for subprocessors as required by Applicable Laws.
7. Assistance
Taking into account the nature of processing and the information available to Chromax, Chromax shall provide reasonable assistance to the Client with data subject requests, security, breach notification, impact assessments, and regulatory enquiries, to the extent required by Applicable Laws. Chromax may charge for assistance unless the request arises from Chromax's breach of Contract.
8. Personal data breach
Chromax shall notify the Client without undue delay after becoming aware of a personal data breach affecting personal data processed by Chromax as processor under the Contract.
9. Deletion or return
At the Client's choice and written request following termination, Chromax shall delete or return personal data processed as processor, and delete existing copies, unless retention is required or permitted by Applicable Laws, professional obligations, backups, archives, legal purposes, insurance, compliance, audit, accounting, or legitimate business records.
10. International transfers
The Client authorises international transfers where lawful safeguards or lawful transfer mechanisms are in place, including the UK International Data Transfer Agreement or Addendum, or where otherwise permitted by Applicable Laws.
11. Audit
Chromax shall make available information reasonably necessary to demonstrate compliance with this Schedule. Any audit must be reasonable, proportionate, subject to confidentiality, limited to once per year unless required by law or a material breach has occurred, and must not compromise Chromax's security, confidentiality, other customers, or business operations. Chromax may charge reasonable costs for audit support unless the audit identifies a material breach by Chromax.
12. Liability
Chromax's liability under this Schedule is subject to the liability cap and exclusions in clause 27 of the Terms.
Schedule 2 — Mutual Non-Disclosure Agreement
This Schedule is the text of Chromax's standard Mutual Non-Disclosure Agreement (MNDA v1.0), which may be signed for sensitive projects or before any Contract is formed. It is optional and does not replace clause 21, which applies to every Contract. Where an MNDA is signed, clause 7.3 of the MNDA governs the relationship between it and any later Contract.
Mutual Non-Disclosure Agreement
Date: [insert date]
Parties:
1. Chromax Ltd, company number 16410561, whose registered office is at 37 Rollesby Road, Chessington, Kingston upon Thames, KT9 2BY, United Kingdom ("Chromax"); and
2. [Counterparty legal name], [company number], whose registered office or principal place of business is at [address] (the "Counterparty").
Purpose (clause 1.1): [describe the project or discussions]
Chromax and the Counterparty (each a "Party" and together the "Parties") agree as follows.
1. Purpose
1.1 The Parties wish to disclose Confidential Information to each other for the purpose of discussing, evaluating, negotiating, performing or supporting a potential or actual commercial relationship, project, contract or statement of work between them, and in particular the matter described on the front page (the "Purpose").
1.2 This Agreement covers information disclosed before its date as well as after, and continues to apply to that information even if the Parties never enter into any further contract.
2. Definitions
2.1 Affiliate means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party.
2.2 Confidential Information means all information disclosed or made available by or on behalf of one Party (the "Discloser") to the other (the "Recipient"), before or after the date of this Agreement, in any form (including orally, visually, by demonstration, by site or system access, or by giving access to documents or repositories) that is marked or described as confidential or that a reasonable person would understand to be confidential. It includes technical, commercial, financial, operational, security, customer, supplier, personnel, strategy, pricing, product, software, code, configuration, infrastructure, architecture, system, workflow, data, trade secret, know-how and project information; the fact that the Parties are in discussion and the content of those discussions; and any notes, analyses, compilations or other material to the extent they contain or are derived from the Discloser's information.
2.3 Representatives means a Party's employees, directors, officers, associates, contractors, sub-contractors, consultants, professional advisers, insurers, auditors and Affiliates.
3. Obligations
3.1 The Recipient will:
(a) keep the Discloser's Confidential Information confidential and secure;
(b) use it only for the Purpose;
(c) not disclose it to anyone except as clause 4 permits;
(d) protect it with at least the degree of care it uses for its own confidential information of a similar nature, and in any event with reasonable care, including appropriate access controls, secure storage and secure transmission;
(e) not copy or reproduce it except as reasonably necessary for the Purpose, and keep any copies subject to this Agreement;
(f) not reverse engineer, decompile, disassemble or analyse any software, hardware, sample, configuration or other material provided by the Discloser, except as the Purpose expressly requires;
(g) not upload, paste or otherwise submit the Discloser's Confidential Information to any public repository, public forum, or third-party artificial-intelligence, machine-learning or large-language-model service, unless the service is operated under an enterprise agreement that prevents the information being retained or used to train models and the Discloser has consented in writing; and
(h) tell the Discloser without undue delay if it becomes aware of any unauthorised access to, or use, copying, disclosure or loss of, the Discloser's Confidential Information, and cooperate with the Discloser to limit the effect.
3.2 Each Party will comply with applicable export-control and sanctions law in relation to Confidential Information it receives, and will not disclose it to any person or destination that would breach that law.
4. Permitted Recipients
4.1 The Recipient may disclose Confidential Information to its Representatives who need to know it for the Purpose, provided that they are bound by written obligations of confidentiality no less protective than this Agreement (or, for professional advisers, by professional duties of confidence). The Recipient remains responsible for any act or omission of its Representatives that would be a breach of this Agreement if done by the Recipient.
4.2 The Recipient may disclose Confidential Information where required by law, by a court, tribunal, regulator or other authority with jurisdiction, or by the rules of a recognised stock exchange, provided that, where lawful and practicable, it gives the Discloser prompt notice so that the Discloser may seek protective measures, discloses only the minimum required, and cooperates with the Discloser's reasonable requests to limit the disclosure.
5. Exceptions
5.1 This Agreement does not apply to information that the Recipient can show:
(a) is or becomes publicly available other than through a breach of this Agreement;
(b) was lawfully known to the Recipient without restriction before the Discloser disclosed it;
(c) is lawfully received from a third party who is free to disclose it; or
(d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.
5.2 Information is not within clause 5.1 merely because part of it, or a combination of its elements, is publicly available.
5.3 Nothing in this Agreement prevents either Party from using the general knowledge, skills, experience and techniques retained in the unaided memory of its personnel as a result of the Purpose, provided that this does not extend to the Discloser's specific technical, commercial, financial or security information, and that no Party may deliberately memorise information to avoid its obligations.
6. Return and Destruction
6.1 On the Discloser's written request, or when the Purpose ends, the Recipient will return or securely destroy the Discloser's Confidential Information, including copies, and confirm in writing that it has done so, except that the Recipient may keep copies that it is required to keep by law, regulation or professional rules, or that are held in routine electronic backups that are not readily accessible, in each case for as long as that requirement lasts. Retained copies remain subject to this Agreement.
7. Duration
7.1 Either Party may end the disclosure of new Confidential Information under this Agreement on written notice, and in any case no new disclosures are covered after two years from the date of this Agreement unless the Parties extend it in writing.
7.2 The Recipient's obligations for Confidential Information disclosed under this Agreement continue for five years from the date of that disclosure, and for trade secrets for as long as they remain trade secrets under applicable law.
7.3 If the Parties later sign a contract for the Purpose, including a Master Services Agreement, Statement of Work, Support Agreement or a Contract under Chromax Ltd's Terms and Conditions, the confidentiality provisions of that contract govern Confidential Information disclosed under it, and this Agreement continues to govern information disclosed before that contract took effect.
8. No Licence, Warranty or Obligation
8.1 Confidential Information remains the property of the Discloser. No licence, assignment or other right in any intellectual property is granted or implied by disclosure, other than the right to use the information for the Purpose.
8.2 Confidential Information is provided as is. The Discloser gives no warranty as to its accuracy or completeness, except that each Discloser warrants that it has the right to disclose the information it discloses.
8.3 Neither Party is obliged to disclose any particular information, to continue discussions, or to enter into any further agreement. Nothing in this Agreement creates any exclusivity, partnership, agency or joint venture.
9. Data Protection
9.1 The Parties expect to share only business contact details of their personnel. Each Party is an independent controller of any personal data it receives, will process it only for the Purpose and in accordance with the UK GDPR and the Data Protection Act 2018, and will not provide personal data that is not necessary for the Purpose.
10. Publicity
10.1 Neither Party will use the other's name, logo or trade marks, or announce or publicise the existence or content of the discussions between them, without the other's prior written consent.
11. Remedies
11.1 Each Party acknowledges that unauthorised use or disclosure of Confidential Information may cause harm for which damages would not be an adequate remedy, and that the Discloser may seek injunctive or other equitable relief, without proof of special damage, in addition to any other remedy.
12. General
12.1 Entire agreement. This Agreement is the entire agreement between the Parties about its subject matter and replaces any earlier confidentiality arrangement for the Purpose. Nothing in this clause limits liability for fraud.
12.2 Variation and waiver. No variation is effective unless in writing and signed by both Parties. A failure or delay in exercising a right is not a waiver of it.
12.3 Assignment. Neither Party may assign this Agreement without the other's prior written consent, except to an Affiliate or to a purchaser of all or substantially all of its business, on written notice.
12.4 Severability. If any provision is invalid or unenforceable, it is severed to the extent necessary and the rest continues in force.
12.5 Third parties. No person other than the Parties may enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.
12.6 Notices. Notices must be in writing, including by email, to the addresses on the front page or as later notified.
12.7 Counterparts and signature. This Agreement may be signed in counterparts and by electronic signature.
13. Governing Law and Jurisdiction
13.1 This Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, except that either Party may seek urgent injunctive or protective relief in any court of competent jurisdiction.
14. Signatures
Signed for and on behalf of Chromax Ltd
Name: Max May
Position: Chief Consultant and Founder
Signature: ________________________
Date: ____________________________
Signed for and on behalf of [Counterparty legal name]
Name: ___________________________
Position: ________________________
Signature: ________________________
Date: ____________________________
Copyright © 2026 Chromax
VAT Number: GB491665850
Company Number: 16410561