CHROMAX LTD - TERMS AND CONDITIONS
Draft version: 1.1
Status: Accepted and in effect
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
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.
Charges means the fees, rates, prices, expenses, and other amounts payable by the Customer 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 Customer Materials.
Chromax Products means Products created, manufactured, developed, assembled, configured, licensed, supplied, or sold by Chromax itself, excluding Third Party Products.
Confidential Information has the meaning given in clause 21.
Contract means each contract between Chromax and the Customer for the supply of Services, Deliverables, Products, software, licences, support, or other goods or services, formed in accordance with clause 3.
Customer 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.
Customer Cause means any act, omission, delay, instruction, dependency, breach, default, failure, system issue, site issue, third-party issue, or lack of cooperation by the Customer, 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.
Customer 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 Customer to Chromax.
Deliverables means any documents, reports, diagrams, designs, specifications, scripts, configurations, software, code, training materials, recommendations, designs, 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.
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 Customer means a Customer that is incorporated, domiciled, or principally established outside England and Wales.
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, proposal, project document, or other document describing Services, Deliverables, Products, milestones, assumptions, dependencies, Charges, or other commercial terms.
Terms means these Chromax Ltd Business 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 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 Customer warranty
The Customer 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 Customer.
2.3 Consumer transactions excluded
Chromax does not offer these Terms for consumer transactions. If a Customer 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 Customer signs, accepts, approves, or confirms a Quote;
2. the Customer 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 Customer instructs Chromax to commence work;
6. Chromax commences work at the Customer’s request;
7. the Customer accepts delivery of any Products or Deliverables;
8. the Customer pays any Charges, Deposit, invoice, or milestone payment; or
9. the Customer otherwise expressly or impliedly indicates that it wishes Chromax to proceed.
3.2 Customer 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 Customer 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 Customer-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.
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
If there is any conflict between documents forming part of a Contract, the following order of precedence applies, 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. the Statement of Works, but only in relation to scope, deliverables, commercial specifics, timing, assumptions, dependencies, and project-specific details;
3. the Quote, but only in relation to pricing, quantities, commercial specifics, and listed assumptions;
4. these Terms, which prevail in relation to legal, risk, liability, warranty, IP, confidentiality, data protection, title, payment, termination, governing law, and dispute provisions;
5. any accepted purchase order, but only as evidence of order reference, billing details, quantities, delivery address, and administrative information; and
6. other documents expressly incorporated by Chromax.
Customer 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.
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.
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 Customer Materials, Customer 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 Customer dependencies
Chromax’s performance depends on the Customer providing timely access, information, resources, decisions, approvals, licences, permissions, facilities, systems, data, test environments, personnel, and cooperation.
6.5 Customer 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 Customer Cause.
6.6 Customer instructions
Chromax may rely on Customer instructions and Customer Materials without independently verifying their accuracy, completeness, legality, or suitability unless expressly agreed otherwise in a Contract.
6.7 Suspension for Customer Cause
Chromax may suspend performance, extend timescales, and charge additional amounts where Customer 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 Customer 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 Customer 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
Any live-event support, production cutover, critical migration, broadcast-path change, high-risk configuration change, major release, disaster recovery exercise, on-air change, or business-critical operational activity must be governed by a specific SOW, risk plan, assumptions list, responsibilities matrix, agreed test approach, and agreed change window.
7.4 Proceeding against advice
Chromax is not liable for any loss, damage, delay, defect, outage, failure, degradation, or additional cost arising where the Customer:
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. Customer obligations
8.1 General obligations
The Customer 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 Customer 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 Customer Materials
The Customer grants Chromax a non-exclusive, royalty-free, worldwide licence to use, copy, adapt, process, transmit, store, and disclose Customer 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 Customer indemnity
The Customer 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. Customer Materials;
2. Customer Cause;
3. Customer instructions;
4. the Customer’s breach of Applicable Laws;
5. the Customer’s breach of third-party or vendor terms;
6. the Customer’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 Customer;
8. the Customer’s failure to obtain approvals, consents, licences, or permissions;
9. the Customer’s use of Services, Deliverables, or Products outside the agreed scope; or
10. any claim by a third party arising from the Customer’s use, misuse, modification, or onward supply of Services, Deliverables, Products, or Customer Materials.
9. Charges, deposits, and payment
9.1 Charges
The Customer 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 Customers must pay a fixed deposit of 50% of the expected value of the relevant Contract before Chromax is obliged to commence work, procure Products, reserve resources, or incur third-party costs.
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
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 Customer in addition.
9.6 Expenses
Unless expressly agreed otherwise in a Contract, the Customer 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.
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 Customer 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 Customer disputes an invoice in good faith, it must notify Chromax in writing within 7 days of invoice date, giving full details of the dispute and paying all undisputed amounts by the due date. If the Customer fails to notify Chromax within that period, the invoice shall be deemed accepted.
9.10 Late payment interest
If the Customer fails to pay any amount by the due date, Chromax may charge interest on the overdue amount at 10.00% per annum or the maximum rate enforceable under Applicable Laws, whichever is lower. Interest accrues daily from the due date until actual payment, whether before or after judgment.
9.11 Recovery costs
The Customer 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 Customer 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.
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 Customer requirements;
8. Customer Cause;
9. additional work or rework;
10. urgent or out-of-hours requirements; or
11. other costs outside Chromax’s reasonable control.
10.2 Customer 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 Customer 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 Customer 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 Customer acceptance of third-party terms
By ordering, receiving, installing, accessing, activating, renewing, or using Third Party Products, the Customer 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 Customer Cause.
12.6 Default Incoterm
Unless otherwise agreed in writing, Products supplied internationally are supplied DAP Customer’s nominated delivery address under Incoterms 2020.
12.7 Customer import responsibility
The Customer 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 Customer 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 Customer Cause, Chromax may treat the Products as delivered, invoice the Customer, 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 Customer:
1. when Goods are loaded for collection if the Customer collects them or arranges carriage;
2. when Goods are made available to the Customer’s carrier if the Customer 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 Customer to Chromax under any Contract; and
4. all interest and recovery costs.
13.3 Customer obligations before title passes
Until title passes, the Customer 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 Customer defaults.
13.4 Recovery of Goods
If the Customer fails to pay, becomes insolvent, or breaches these Terms, Chromax may require the Customer to return unpaid Goods. The Customer 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 Customer.
14. Inspection, acceptance, defects, and returns
14.1 Inspection on delivery
The Customer shall inspect Goods and Deliverables promptly on delivery.
14.2 Acceptance period
Unless Acceptance Criteria are expressly agreed, Goods and Deliverables are deemed accepted 14 days after delivery unless the Customer gives Chromax written notice within that period describing a material non-conformity in reasonable detail.
14.3 Defects in Services and Deliverables
If the Customer believes Services or Deliverables materially fail to comply with the Contract, the Customer must notify Chromax in writing with full details as soon as reasonably practicable and in any event within 6 months of the relevant Services or Deliverables being supplied.
14.4 Defects in Goods
If the Customer believes Goods are defective, damaged, short-delivered, or not in conformity with the Contract, the Customer 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 Customer 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 Customer fails to notify Chromax within the applicable period, the Customer 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 Customer’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 Customer.
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 Customer Cause, Customer 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 Customer. 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 Customer’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. Customer Materials;
8. Customer 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 Customer’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 Customer shall comply with all applicable vendor, manufacturer, licensor, cloud provider, distributor, reseller, open-source, and third-party terms.
16.2 Licence responsibility
The Customer 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 Customer indemnity for licence breach
The Customer shall indemnify Chromax against all losses, costs, claims, and expenses arising from the Customer’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 Customer site rules
Chromax personnel shall comply with reasonable site, security, health and safety, and conduct rules notified by the Customer in advance, provided they do not conflict with these Terms or materially increase Chromax’s obligations without agreed Charges.
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 Customer licence to final Deliverables
Subject to full payment of all amounts due, Chromax grants the Customer a non-exclusive, worldwide, perpetual, non-transferable licence to use the final Deliverables for the Customer’s internal business purposes in connection with the project or purpose for which they were supplied.
18.4 Licence restrictions
The Customer shall not, without Chromax’s prior written consent:
1. sell, resell, sublicense, publish, distribute, commercialise, or make available Chromax Materials or Deliverables to third parties;
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 agreed purpose or scope; 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 Customer 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 Customer’s Confidential Information.
18.7 Customer Materials ownership
The Customer retains ownership of Customer Materials. The Customer grants Chromax the licence in clause 8.2.
18.8 Customer warranty of rights
The Customer warrants that Customer 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 Customer
The Customer shall indemnify Chromax against all claims, losses, liabilities, costs, and expenses arising from alleged or actual infringement of third-party rights caused by Customer Materials, Customer instructions, Customer specifications, or the combination or use of Services, Deliverables, Products, or Chromax Materials with materials not supplied by Chromax.
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 Customer 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 Customer has notified Chromax in advance.
19.4 Data processing schedule
Where Chromax processes personal data as processor on behalf of the Customer, 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 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 Customer access responsibility
The Customer is responsible for granting, managing, monitoring, limiting, and revoking access to its systems. The Customer shall provide only the access reasonably necessary for Chromax to perform the Contract.
20.3 Credentials
The Customer shall not provide shared, insecure, or unnecessary credentials. Where credentials are required, the Customer shall use secure methods and shall revoke access when no longer required.
20.4 No responsibility for Customer security posture
Unless expressly agreed in writing, Chromax is not responsible for the Customer’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; and
6. 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 Customer identity and publicity
Chromax shall not name the Customer or use the Customer’s logo publicly without the Customer’s express written consent.
21.6 Case studies and project descriptions
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 Customer’s identity or Confidential Information without consent.
21.7 Separate MNDA
For sensitive projects, either party may request a separate mutual non-disclosure agreement. Unless expressly stated otherwise in that separate agreement, these Terms continue to apply to the Contract.
21.8 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.
21.9 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 Customer regulatory responsibility
The Customer 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 Customer 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 Customer 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 Customer 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 such 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. 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 unless a different notice period is stated in the relevant Contract.
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 45 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 Customer fails to pay any undisputed overdue amount after notice;
2. the Customer becomes insolvent or is reasonably considered unable to pay its debts;
3. the Customer undergoes a change of control that Chromax reasonably considers may affect risk, payment, compliance, security, or performance;
4. the Customer 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 Customer provides false, misleading, or incomplete information;
7. the Customer fails to provide access, cooperation, permissions, or information required for performance;
8. the Customer 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 Customer 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.
24.7 Customer cancellation
If the Customer cancels, delays, defers, or reduces a Contract, order, milestone, or delivery, the Customer shall pay Chromax for all work performed, booked time, 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, 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 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 Overall cap
Subject to clause 27.4, Chromax’s total aggregate liability arising under or in connection with all Contracts between the parties in any calendar year, whether in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution, indemnity, or otherwise, shall not exceed the lower of:
1. the total Charges paid or payable by the Customer to Chromax under the relevant Contract giving rise to the claim; or
2. £500,000.
27.2 Cap applies broadly
The cap in clause 27.1 applies 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 Customer 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 Customer 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 Customer 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 Customer must bring any claim within 12 months after the date on which the Customer 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 Customer acknowledges that the Charges are calculated on the basis of the exclusions and limitations of liability in these Terms, 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 Customer instructions.
28.2 No general audit right
The Customer 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 Customer assignment
The Customer 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 Customer 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 Customer notices
Notices to the Customer 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 Customer name and logo
Chromax shall not use the Customer’s name or logo in public marketing without the Customer’s express written consent.
31.2 Anonymised references
Chromax may refer to project types, sectors, technical work, outcomes, experience, and capability in anonymised or non-identifying form, including in case studies and business development materials.
31.3 Customer publicity
The Customer 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.
32. Confidential project publicity, references, and testimonials
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.
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 Customer.
34.2 Existing Contracts
Unless expressly agreed otherwise, the version of the Terms incorporated into a Contract at formation 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 Customer 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 English customers
Where the Customer is incorporated, domiciled, or principally established in England and Wales, 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 Customer is an International Customer, 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 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 Customer as controller.
1. Processing instructions
Chromax shall process personal data only:
1. as reasonably necessary to perform the Contract;
2. in accordance with the Customer’s documented lawful instructions;
3. as required by Applicable Laws; or
4. as otherwise permitted by the Contract.
2. Customer instructions
The Customer’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 Customer.
5. Categories of data subjects: Customer personnel, contractors, suppliers, end users, and other individuals whose data is included in Customer 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
The Customer authorises Chromax to use subprocessors and third-party service providers for performance and administration of the Contract. Chromax shall remain 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 Customer 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 Customer 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 Customer’s written request following termination, Chromax shall delete or return personal data processed as processor, 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 Customer authorises international transfers where lawful safeguards or lawful transfer mechanisms are in place 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.
Schedule 2 — Separate mutual non-disclosure agreement for sensitive projects
This Schedule provides a short-form standalone MNDA that may be signed for sensitive projects. It is optional and does not replace the confidentiality obligations in clause 21 unless expressly stated.
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; and
2. [Customer legal name], [company number], whose registered office/principal place of business is at [address].
Together, the parties.
1. Purpose
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 works between them.
2. Confidential Information
Confidential Information means all information disclosed or made available by or on behalf of one party to the other, whether before or after the date of this MNDA, that is confidential by nature, marked confidential, or ought reasonably to be understood as confidential, including technical, commercial, financial, operational, security, customer, supplier, personnel, strategy, pricing, product, software, code, infrastructure, architecture, system, workflow, data, trade secret, know-how, and project information.
3. Obligations
Each receiving party shall:
1. keep Confidential Information confidential and secure;
2. use it only for the Purpose;
3. not disclose it except to permitted recipients who need to know it for the Purpose and are bound by equivalent confidentiality obligations;
4. protect it using at least reasonable care;
5. not copy or reproduce it except as necessary for the Purpose; and
6. notify the disclosing party without undue delay after becoming aware of unauthorised access, use, or disclosure.
4. Permitted recipients
Confidential Information may be disclosed to employees, directors, officers, contractors, subcontractors, consultants, advisers, insurers, accountants, lawyers, Affiliates, and professional representatives on a need-to-know basis, provided the receiving party remains responsible for their compliance.
5. Exceptions
Confidentiality obligations do not apply to information that:
1. is or becomes public other than through breach;
2. was lawfully known without restriction before disclosure;
3. is lawfully received from a third party without restriction;
4. is independently developed without use of the Confidential Information; or
5. must be disclosed by law, court order, regulator, or governmental authority.
6. Return and retention
On written request, the receiving party shall return or destroy Confidential Information where reasonably practicable, but may retain copies required or permitted for legal, regulatory, audit, insurance, accounting, tax, compliance, archival, backup, or professional purposes.
7. Duration
This MNDA continues for 5 years from the date of disclosure of the relevant Confidential Information. Trade secrets remain protected for as long as they remain trade secrets under Applicable Laws.
8. No licence or obligation
No licence, assignment, warranty, commitment, or obligation to proceed is granted or implied by disclosure of Confidential Information.
9. Publicity
Neither party shall use the other party’s name or logo publicly without prior written consent.
10. Remedies
Each party acknowledges that unauthorised disclosure or misuse of Confidential Information may cause irreparable harm and that injunctive or equitable relief may be appropriate.
11. Governing law and jurisdiction
This MNDA is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that either party may seek urgent injunctive or protective relief in any competent jurisdiction.
12. Signatures
Signed for and on behalf of Chromax Ltd
Name: ___________________________
Title: ___________________________
Signature: ________________________
Date: ____________________________
Signed for and on behalf of [Customer legal name]
Name: ___________________________
Title: ___________________________
Signature: ________________________
Date: ____________________________
Copyright © 2025 Chromax
VAT Number: 491665850
Company Number: 16410561