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This Framework Agreement constitutes the master contractual terms governing all business relationships between the Customer and The Partnership; Global Enterprise Networks, hereafter referred to as "GEN". GEN is the sole contracting party under this Agreement, and no other entity is a party to it or liable under it. It establishes the legal foundation for all goods and services provided by GEN, eliminating the need for multiple separate agreements. This Agreement automatically comes into force upon any instruction given by the Customer to GEN, however that instruction is given. An instruction includes acceptance of any quotation, placement of any order, registration of any service, creation of any support ticket, and any email, telephone call or other request that work be carried out. This Agreement also comes into force upon payment of any invoice or commencement of any work by GEN. By engaging with GEN in any capacity, the Customer explicitly acknowledges and accepts all terms and conditions contained herein.
This Agreement applies to business customers only. By engaging with GEN the Customer confirms that it is acting in the course of a business, trade, craft or profession and is not a consumer, and that no consumer protection legislation applies to the Services. GEN does not contract with consumers, and may decline or terminate any engagement where it becomes apparent that the Customer is acting as a consumer.
Statement of Work: Means any request for, or obligation on GEN to provide, goods or services, whether formal or informal, written or verbal. This includes (without limitation) any Service Level, support or maintenance undertaking, Sales Order, Works Order, Support Ticket, task, Project Specification, or any other instruction, request, requirement, or trigger that results in GEN performing work or delivering goods or services. A Statement of Work may be initiated by the Customer (including via email, telephone, chat, in person, the HelpDesk, or any other communication channel) and/or may arise automatically under an agreed obligation (for example, monitoring or alerting that generates a ticket for investigation and resolution). The commencement of work by GEN, or the Customer's acceptance of a quotation, constitutes acceptance of a Statement of Work under this Agreement.
Deliverable: Means any output of the Services provided or made available to the Customer, including software, scripts, configurations, designs, documentation and reports. Ownership of Deliverables is determined by Section 4.
Bespoke Deliverable: Means a Deliverable falling within Section 4.3.
Claim: Means any claim, demand, proceeding, suit, action, investigation, fine or penalty, together with all associated losses, damages, costs and expenses.
Standard Rates: Means GEN's rates for time and materials as published on the GEN website, or as set out in a valid quotation, in each case as applying at the time the work is carried out.
Working Day: Means Monday to Friday, excluding public holidays in England and Wales.
"Services" means all services to be performed by GEN as specified in each Statement of Work. Each Statement of Work shall be governed by this Agreement and forms an integral part thereof. Where conflicts arise between this Agreement and any Statement of Work, this Agreement shall take precedence. GEN shall perform the specified Services within the timeframe established in the relevant Statement of Work.
GEN shall be deemed an independent contractor of the Customer. As between GEN and the Customer, all persons retained by GEN to perform Services for the Customer hereunder shall be employees or contractors of GEN and shall not be employees or contractors of the Customer.
Customer understands and agrees that some or all of the Services may be performed from, through or using a location outside the United Kingdom, using employees or contractors of GEN. GEN will ensure that any transfer of personal data outside the United Kingdom complies with applicable data protection laws, including the UK GDPR, and will implement appropriate safeguards.
During the term of this agreement there will likely be substantial communication between the parties. The Customer and GEN agree to use the GEN HelpDesk (https://support.gen.uk) system as the primary method of requesting and monitoring services and issue tracking. The Customer will be granted access to the system so that they may create, review and update tickets.
Ticket records are retained, and Customer access to ticket history through the HelpDesk is limited, in accordance with the Data Retention Policy, which states the periods, the basis for them, and the circumstances in which a different period may be agreed in writing for the Customer's organisation. Records no longer available to the Customer through the HelpDesk, but still held by GEN, are retained for GEN's own legal, accounting and evidential purposes and are not routinely available, although GEN will use reasonable efforts to retrieve a specific record on reasonable written request. GEN recommends that the Customer retains its own copies of any important communications or tickets.
Retrieving a record that is no longer available through the HelpDesk may require an offline or archived backup to be located, restored, queried and exported. Each such request is therefore chargeable: an administration fee at GEN's published Standard Rates applies to every request, together with the time reasonably spent on the retrieval. GEN may require payment in advance, may quote before proceeding, and may decline a request that is disproportionate, unduly repetitive, or that cannot be met from the records still held. This paragraph does not apply to a request made by a data subject in the exercise of their rights, or to anything GEN is required to do under Section 5.8.
The Customer agrees that any dispute relating to a ticket or communication must be raised within one (1) year of the ticket creation date, after which time such disputes shall be deemed waived and time-barred.
Any quotation or tender provided by GEN is valid for 7 days from the date on the document, and is not legally binding. GEN may or may not at its sole discretion accept any subsequent order based on a provided quotation or tender. This Framework Agreement comes into force as set out in Section 10.1.
Technical Support is a core service channel. The Technical Support Policy is hereby incorporated by reference and forms part of this Agreement. By entering into, or continuing to receive, any Services under this Agreement, the Customer agrees to comply with the Technical Support Policy. Updates to the Technical Support Policy will be made in accordance with Section 12.6 (Incorporated Policies and Updates). In the event of any conflict between the Technical Support Policy and this Framework Agreement, this Framework Agreement shall prevail (see Section 12.1).
The Customer shall cooperate with GEN by providing to GEN such information and documents and access to the Customer's personnel as reasonably required by GEN to perform the Services specified in a Statement of Work.
The Customer shall maintain adequate insurance coverage to protect GEN staff while they are working on the Customer's premises or any site directed by the Customer. This insurance shall include, but not be limited to, public liability insurance and shall cover any injury, loss, or damage that may occur to GEN personnel during the performance of Services. The Customer shall, upon request, provide GEN with certificates of insurance evidencing such coverage. The Customer acknowledges that GEN's own insurance policies may not cover incidents occurring on Customer premises or Customer-directed sites, and the Customer assumes this responsibility as part of this Agreement.
The Customer shall at all times operate within the law, and understands that any illegal activity suspected, detected or witnessed by GEN shall be grounds for termination of this agreement. GEN will at all times cooperate fully with any subsequent investigation by law enforcement, and section 5 shall not apply in that case.
The GEN Acceptable Use Policy is incorporated by reference into and forms part of this Agreement. It applies to all Services, to all GEN systems, networks and platforms, and to all use of them by the Customer, the Customer's personnel, and any person to whom the Customer provides access, whether or not that person is an employee of the Customer. The Customer shall comply with the Acceptable Use Policy at all times and shall procure that every such person does the same.
GEN may suspend any or all Services immediately, and without prior notice where the circumstances require it, if GEN reasonably considers that the Acceptable Use Policy has been or is being breached, or that continued provision of the Services presents a security, legal, regulatory or reputational risk to GEN, its other customers or its suppliers. GEN will notify the Customer of any such suspension as soon as reasonably practicable, and will restore the Services once satisfied that the cause has been remedied. Suspension under this Section does not relieve the Customer of any payment obligation, and any investigation or remedial work arising is chargeable at GEN's Standard Rates.
Work reaches GEN by two routes, and each carries its own test of authority. In both, the principle is the same: a person who by their position or their access appears to the world to speak for the Customer does so, and the Customer is responsible for what follows.
Route one: the HelpDesk and portal. A ticket may be raised only from an account GEN has issued at the Customer's request. A request raised from such an account is authorised by the Customer, GEN may act on it without further enquiry, and the Customer is responsible for the work done and the charges arising, whether or not the request was approved within the Customer's own organisation. The Customer controls this route by controlling its account list. GEN is not required to verify internal authority, to obtain a purchase order or reference, or to seek counter-signature before acting; imposing that on routine work would defeat the purpose of the Services.
Route two: direct contact. GEN also accepts requests made by telephone, email, chat or in person, including from people who hold no account. GEN may act on such a request where it is reasonably satisfied as to the identity of the person making it and that their position in the Customer's organisation carries authority to ask for the work in question. A partner, director, proprietor, or other senior officer of the Customer is taken to have that authority by virtue of their position, whether or not they hold an account, and whether or not they have previously dealt with GEN.
Where GEN is not satisfied. Where GEN is not reasonably satisfied as to the identity or the authority of a person making a request by either route, GEN may decline to act, may act only in part, or may first seek confirmation from a representative of the Customer. Equally, GEN may decline or seek confirmation where a request is inconsistent with the apparent role of the person making it, is outside the ordinary course of the Services, or otherwise gives GEN reasonable cause for concern. This is a right and not an obligation. GEN's decision not to exercise it in any given case is not a breach of this Agreement, is not a waiver in respect of any other request, and does not relieve the Customer of the charges.
Where GEN may not rely on this Section. GEN shall not act on a request without first confirming it with a representative of the Customer where GEN knows, or ought reasonably to know, that the account or contact details used have been compromised, that the account has been disabled or suspended, or that the person is no longer authorised by the Customer. Nothing in this Section requires GEN to act on a request it believes to be fraudulent, unlawful, or made under duress or deception, and the Social Engineering Policy governs the verification of requests that give cause for concern.
The Customer's part. The Customer shall tell GEN promptly when a person should no longer hold an account or should no longer be treated as authorised, shall not permit accounts or credentials to be shared between individuals, and shall keep its account list current. Until GEN is told, the Customer bears the risk of requests made from an account it has allowed to remain open, or by a person it has allowed to continue to appear authorised. The Customer shall nominate at least one representative whom GEN may contact to confirm a request, who is also the point of contact for Site Record access under Section 2.6.
GEN maintains a Site Record for each Customer, being the authoritative repository of the credentials, configuration details, documentation, asset information and notices relating to the Customer's environment. It is the only place in which GEN stores credentials. GEN provides the Customer's authorised representatives with access to their own Site Record, so that the Customer is at no time dependent on GEN, or on the continuation of this Agreement, for access to its own systems.
Possession of credentials is not authority to use them. Access to the Site Record is provided for assurance and continuity. It does not authorise the Customer, its personnel, or any third party to make changes within any environment GEN manages, and where Exclusive Management applies under Section 8.2.2.3 changes remain subject to that Section notwithstanding that the Customer holds credentials. The Customer is responsible for controlling which of its people hold Site Record access, for keeping the contents confidential in accordance with Section 5, and for telling GEN promptly when a person should no longer have access.
Site Notices. Where GEN identifies a risk, vulnerability, unsupported, unpatched or end-of-life condition, configuration, practice, product or third-party service which GEN considers presents a material risk to the Customer, GEN may issue a Site Notice. A Site Notice records GEN's assessment and advice, and the Customer's decision in response. It is not a defect report against GEN's own Services and does not oblige GEN to remedy the condition.
A Site Notice takes effect under this Section only where it is expressly identified as a Site Notice issued under this Section 2.6 and is issued to the Customer through the GEN HelpDesk or the customer portal, with a copy retained on the Site Record. The Site Record also holds operational, technical and informational material recorded for the working purposes of GEN and the Customer; such material is not a Site Notice, carries no effect under this Section, and no part of this Section applies to it.
Acceptance of a notified risk. On receiving a Site Notice the Customer may instruct GEN to remediate the condition, which is chargeable at GEN's Standard Rates unless the work falls within an existing Statement of Work, or may decline to do so. If the Customer does not instruct remediation within thirty (30) days of the Site Notice being issued to it, the Customer is deemed to have accepted the risk and to have elected to leave the condition in place. Each Site Notice states this on its face. A Site Notice remains in force until the condition is remediated and GEN withdraws it, and the Customer may ask GEN at any time for a list of the Site Notices in force against its Site Record.
Effect of a Site Notice. Where a Site Notice is in force, whether accepted expressly or by deemed acceptance, then to the extent the loss is attributable to the notified condition: GEN shall have no liability for any resulting loss, damage, cost, breach, compromise, corruption, deletion, interruption or claim; the warranties in Section 8.2.2 and any applicable Service Level do not apply to a matter arising from it; work arising from it, including investigation, containment, recovery and remediation, is chargeable at GEN's Standard Rates outside any bundled allowance or fixed fee; and the Customer shall indemnify GEN against Claims brought by a third party arising from it, subject to the cap in Section 9.6.
What a Site Notice does not cover. This Section does not exclude, limit or shift liability, and does not make work chargeable, to the extent that the loss or the need for the work was caused or materially contributed to by any of the following: GEN's negligence or breach of this Agreement; advice GEN gave that was wrong or inadequate, including in the Site Notice itself; GEN's failure to perform monitoring, patching, backup or other work it was contracted to perform; GEN's delay in issuing the Site Notice, where a reasonable provider would have identified and notified the condition earlier; or defective or incomplete remediation carried out by GEN. Where a loss is partly attributable to the notified condition and partly to any of these, this Section applies only to the part attributable to the notified condition, and liability is apportioned accordingly.
Nothing in this Section affects the liability that cannot be excluded or limited under the first paragraph of Section 9.6.
No duty to monitor, and no assurance from silence. The raising of a Site Notice does not oblige GEN to identify or notify any other risk, and does not create any duty to monitor, audit, test or review the Customer's environment beyond what a Statement of Work expressly requires. The absence of a Site Notice is not a representation or warranty that no risk exists, or that any system, configuration or practice is secure, supported, compliant or fit for purpose.
Risk to others. Where a notified condition presents a risk to GEN, to GEN's network or systems, or to GEN's other customers or suppliers, GEN may require the Customer to remediate it within a reasonable period specified by GEN, and may exercise its rights of suspension under Section 2.4 and of termination under Section 10.2 if the Customer does not do so.
The fees for GEN's Time and Materials Services will be on the terms and at the rates specified in the applicable Quotation, Statement of Work, Outsourcing Agreement, Maintenance Agreement, Support Agreement, or our Standard Rates.
The fees for GEN's Digital Services will be based on the current rates published on our website for each respective service, calculated over the fixed term period as specified in the applicable Statement of Work or service agreement.
The fees for GEN's Connectivity Services will be based on the rates as formally quoted to the Customer, calculated over the minimum term period as specified in the quotation or applicable Statement of Work.
Where third parties are involved in the provision and supply of services, the Customer shall be responsible for all charges, fees, penalties, or costs incurred by GEN from such third parties arising from or relating to the Customer's use of the services. This includes but is not limited to: charges for damage to third party infrastructure or equipment; attendance fees for fault investigations that are determined to be caused by Customer's internal wiring, equipment, or configuration; callout charges for reported faults that are found to be non-existent or caused by Customer error; early termination fees; breach of contract penalties; and any other costs or charges levied by third parties as a direct or indirect result of the Customer's actions, omissions, or circumstances. GEN will provide reasonable notice of such charges where practicable, but the Customer acknowledges that some third party charges may be applied retrospectively and without prior notice.
Customer shall reimburse GEN for reasonable ad-hoc expenses incurred by GEN personnel during on-site service delivery, but only where such expenses are: (a) necessary to expedite remedy or resolution of an issue; or (b) incurred through circumstances beyond GEN's reasonable control and not attributable to any fault of GEN, including but not limited to: inability to access the Customer's premises as scheduled; missing, incorrect, or delayed delivery of materials or equipment that the Customer was responsible for providing or arranging; or other Customer-caused delays or obstructions. Any such material expenses must be evidenced by receipts and will be communicated to the Customer at the earliest practicable opportunity.
Unless otherwise specified in the applicable Statement of Work, GEN will invoice the Customer at point of order, upon completion, monthly, quarterly or annually for the Products supplied, Services furnished and Expenses incurred. Invoices for Services rendered on a time and materials basis will indicate a breakdown and distribution of charges at the rates specified in the applicable Statement of Work or at our standard rates. Statements of Work for Services rendered on a fixed fee basis will indicate such.
Customer can Pre-pay for services in exchange for a discount, and this credit is consumed as services are rendered. If credit is exhausted then we will switch to post-payment and invoice as due. Credit is valid for a period of 3 years from date of payment, and is not refundable except as set out below.
Refund of unused credit. Where the Customer terminates a Service or this Agreement under Section 3.8 (following a charge increase), Section 5.8.5 (following a sub-processor objection), Section 8.2.2 (following GEN's failure to cure a breach of warranty), Section 11.4 (following a prolonged force majeure event) or Section 12.8 (following a material change to these terms), or where GEN terminates without cause under Section 10.2(b), GEN shall refund the unused balance of any credit. The sum refunded is the amount paid for the credit, less the value of the Services already rendered against it at the discounted rates at which the credit was purchased. No refund arises where the Customer terminates for its own convenience, where GEN terminates for the Customer's material breach or for non-payment, or where the credit has expired under the preceding paragraph. Nothing in this Section limits GEN's obligation to refund prepaid fees under Section 9.4(c).
Unless otherwise stated on the Invoice each invoice shall be due and payable to GEN within thirty (30) calendar days after receipt of such invoice and any past due undisputed amounts shall thereafter accrue interest, until paid, at the statutory rate prescribed under the Late Payment of Commercial Debts (Interest) Act 1998 for UK companies, or at the maximum interest rate permitted under applicable law for all other entities. GEN reserves the right to invoice accrued interest periodically on overdue amounts which shall be due upon receipt.
In addition to interest, GEN is entitled to the fixed sum compensation prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 in respect of each overdue invoice and, where that fixed sum does not cover GEN's reasonable costs of recovering the debt, to the balance of those reasonable costs as provided by that Act. Recoverable costs of this kind include collection agency fees and pre-action legal costs reasonably incurred.
Where proceedings are issued, the costs of those proceedings are a matter for the court and are recoverable only to the extent the court awards them or the parties agree. Nothing in this Section purports to bind the court's discretion as to costs or to displace the Civil Procedure Rules.
Interest and compensation accrue from day to day as they arise, whether or not invoiced. GEN may invoice any accrued sum at any time, in whole or in part, up to three (3) years after the date on which it accrued, and GEN's practice of accruing such sums and invoicing only once a threshold is reached is not a waiver of any part of them or of GEN's right to claim them later.
Unless otherwise agreed by GEN in writing, payments shall be made only by bank transfer to the account nominated by GEN on the relevant invoice or payment instruction. This includes BACS for payments within the United Kingdom and, where applicable, SWIFT, SEPA, or ACH for international payments. GEN may, at its sole discretion, accept certain credit or debit card payments where such option is expressly indicated on the invoice or otherwise communicated by GEN. Payment must be made in the currency stated on the invoice.
GEN reserves the right to suspend services immediately upon non-payment of any undisputed invoice that remains outstanding beyond the payment terms. All amounts payable to GEN shall become immediately due upon termination for Customer breach, including any cancellation charges as specified in this Agreement.
Where a date and time is agreed for the performance of Services, whether on-site, remote or otherwise, that time is reserved exclusively for the Customer and GEN will decline other work in order to honour it. The Customer may cancel, postpone or reduce the scope of any scheduled appointment without charge by giving notice of not less than two (2) full Working Days before the scheduled start. Notice given later than this, or a cancellation on the day, shall be chargeable in full at the applicable rates for the whole of the scheduled duration, together with any travel, accommodation, third party or other costs already committed by GEN and not recoverable.
Longer notice periods for particular services. Where an Incorporated Policy (as defined in Section 12.6) specifies a longer notice period for cancelling, postponing or rebooking a particular service (for example the Technical Training Policy, which reflects the booking of whole days and of consecutive days), that longer period applies in place of the period set out above, notwithstanding Section 12.1.
The same charges apply where GEN attends or attempts to commence the Services as scheduled and is unable to do so, including where access to the premises, systems or equipment is not available, where the Customer's personnel required to enable the work are not present or available, or where the site or environment is not in the state the Customer confirmed it would be. Time spent waiting in such circumstances is chargeable as worked time.
Where a cancelled appointment is rescheduled and GEN is able to reallocate the released time to other work, GEN may at its sole discretion waive or reduce these charges. Nothing in this clause limits GEN's rights under Section 3.3 (Expenses). Where GEN cancels or postpones a scheduled appointment other than for reasons beyond its reasonable control, no cancellation charge shall arise and GEN will offer the earliest practicable alternative date.
GEN may increase the recurring charges for any Service, including during a minimum term or a renewal term, by giving the Customer not less than thirty (30) days' written notice. An increase under this paragraph shall not exceed the greater of five per cent (5%) or the percentage change in the Consumer Prices Index published by the Office for National Statistics over the twelve months preceding the notice, plus three per cent (3%).
Pass-through of third-party and regulatory increases. Separately, GEN may pass through an increase in a Qualifying Cost. A "Qualifying Cost" is a cost GEN actually incurs in providing the Services which is (a) a charge levied on GEN by a third-party supplier, carrier, licensor or infrastructure provider in respect of the Services, or (b) a tax, duty, levy, regulatory charge or compliance cost imposed on GEN and applicable to the Services. It does not include GEN's own staff, overhead, financing or general business costs.
A pass-through is limited to the Customer's proportionate share of the increase, calculated by reference to the Customer's actual consumption of the affected service, and may not exceed the increase GEN has itself incurred. GEN shall not recover the same increase more than once. On written request GEN shall provide the Customer with a summary of the increase, the allocation method used, and reasonable supporting evidence, redacted only so far as necessary to protect third-party confidentiality or pricing GEN is not free to disclose.
A pass-through takes effect on notice to the Customer, given as soon as reasonably practicable and in any event before it is first invoiced. Where pass-throughs notified in any twelve month period increase the recurring charges for a Service by more than ten per cent (10%) in aggregate, the Customer may terminate that Service by written notice given within thirty (30) days of the notice that takes it past that threshold, without incurring the charges set out in Section 10.4.
Where an increase notified under the first paragraph of this Section applies to a Service that is within a minimum term, the Customer may, by written notice given before the increase takes effect, terminate that Service without incurring the charges set out in Section 10.4. This right does not apply to a pass-through under the second paragraph, to Standard Rates changes, or where the Customer does not exercise it before the increase takes effect.
As between GEN and the Customer, the Customer will at all times be and remain the sole and exclusive owner of any files, documents or other tangible or intellectual property ("Customer Properties") provided by the Customer to GEN under this Agreement.
"GEN Properties" means all software, scripts, code, designs, content, methodologies, techniques, processes, know-how, tools, libraries, templates, configurations, inventions and infrastructure components, together with all intellectual property rights in them, which are:
GEN Properties remain the property of GEN, whether or not they are deployed on, installed at, configured for, or delivered to the Customer. GEN's general skill, knowledge and experience, and any improvement, correction or enhancement to GEN Properties, likewise remain GEN's, and nothing in this Agreement restricts GEN from providing the same or similar Services, or reusing the same GEN Properties, for any other customer.
What this Section does not capture. For the avoidance of doubt, GEN Properties do not include, and this Section gives GEN no right in: (a) Customer Properties; (b) any Bespoke Deliverable within Section 4.3; (c) the Customer's data, content, records or Confidential Information, or anything derived from them that identifies the Customer or its business; (d) any material the Customer has separately paid GEN to create and which the Statement of Work records as commissioned; or (e) any third-party material licensed to the Customer in its own right. This Section allocates ownership of GEN's own tools and methods. It is not intended to, and does not, transfer to GEN anything the Customer brings, owns or has paid to have created.
Where a Statement of Work expressly records that GEN is engaged to create a specified work for the Customer, and the Customer is charged for the creation of that work, the work is a "Bespoke Deliverable". On payment in full of all sums due under that Statement of Work, the Bespoke Deliverable and the intellectual property rights in it shall vest in the Customer. GEN assigns those rights to the Customer with full title guarantee with effect from that payment, including by way of present assignment of future rights, so that they vest automatically without further action. Until payment in full, all rights in the Bespoke Deliverable remain with GEN.
Chain of title. GEN shall procure that every employee, contractor and subcontractor involved in creating a Bespoke Deliverable has assigned to GEN, or assigns to GEN, all intellectual property rights in their contribution, and has irrevocably and unconditionally waived all moral rights in it to the fullest extent permitted by law, so that GEN is able to give the Customer good title. GEN warrants that it has the right to make the assignment in the preceding paragraph. At the Customer's request and cost, GEN shall execute any further document and do any further act reasonably necessary to perfect, record or enforce the Customer's title, including in any jurisdiction in which registration is required.
The distinction is one of what was commissioned, not of what was used. Where the creation of the work is the subject matter of the Statement of Work and is charged for as such, it is a Bespoke Deliverable and belongs to the Customer. Where the work is instead the means by which GEN delivers a service it was engaged to provide, it is GEN Properties and belongs to GEN. Where a Statement of Work is silent, the work is not a Bespoke Deliverable and Section 4.2 applies.
Where a Bespoke Deliverable incorporates, embeds, or depends upon any GEN Properties, those GEN Properties do not transfer. GEN instead grants the Customer, with effect from payment in full under that Statement of Work, a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to use, copy, host and adapt those GEN Properties to the extent necessary to use, maintain and support the Bespoke Deliverable for the purpose for which it was commissioned, together with the right to permit a contractor or a successor in the Customer's business to do the same on the Customer's behalf. That licence does not depend on the continuation of any Service, survives termination of this Agreement, and is not subject to the duration or revocation provisions of Section 4.4. It does not permit use of the GEN Properties separately from the Bespoke Deliverable. GEN shall on request identify the GEN Properties on which a Bespoke Deliverable depends.
Except where ownership transfers under Section 4.3, GEN Properties and Deliverables are supplied to the Customer under licence and are not sold. The licence terms applicable to any particular item are those of the GEN Software Licence Agreement, or of such other standard or bespoke GEN licence as is identified in the applicable Statement of Work, quotation, or accompanying documentation. This Agreement does not set out those licence terms and does not vary them. This Section does not apply to the licence granted under Section 4.3 in respect of GEN Properties incorporated in, embedded in, or depended upon by a Bespoke Deliverable, which is granted on the terms set out in that Section.
Where no licence is identified, the Customer is granted a non-exclusive, non-transferable, revocable licence to use the relevant GEN Properties for its own internal business purposes, for so long as the related Services continue and conditional on payment of all sums due. No licence granted under or by reference to this Agreement permits the Customer to copy, modify, adapt, reverse engineer, sublicense, rent, resell, or make the GEN Properties available to any third party, except as that licence expressly allows.
"GEN Equipment" means any hardware, equipment, cabling, media or licensed device supplied by GEN to the Customer. GEN Equipment is supplied on one of two bases, which the Statement of Work, quotation or invoice identifies:
Where the basis is not identified, the equipment is provided for use and title remains with GEN.
Risk in GEN Equipment passes to the Customer on delivery to, or installation at, the Customer's premises or any site directed by the Customer. The Customer shall keep GEN Equipment safe, insured for its full replacement value, free from any charge or encumbrance, and clearly identifiable as GEN's property, and shall not move, modify, open, or permit any third party to service or reconfigure it without GEN's prior consent.
On expiry or termination of the relevant Service the Customer shall, at GEN's option, either make the GEN Equipment available for collection or return it to GEN at the Customer's cost, in each case within thirty (30) days and in good working order and condition, fair wear and tear excepted. Where GEN Equipment is not made available or returned within that period, or is returned damaged beyond fair wear and tear, GEN may invoice the Customer for its full replacement value at prevailing market rates, together with the cost of any recovery, repair or remedial work.
In the performance of this Agreement or in contemplation thereof, each party and its employees, agents and contractors may have access to confidential information owned or controlled by the other party (hereinafter "Confidential Information"). All Confidential Information supplied by one party to the other which is clearly marked "Confidential" or which is derived therefrom shall remain the exclusive property of the party supplying same. The receiving party shall use a reasonable degree of care, which in any event shall not be less than the same degree of care which the receiving party uses to protect its own Confidential Information, to keep, and have its employees and agents keep, confidential any and all Confidential Information. In keeping therewith, the recipient shall not copy, publish or disclose the Confidential Information to others, or authorise its employees, or agents or anyone else to copy, publish or disclose it to others, without the disclosing party's written approval, nor shall the receiving party make use of the Confidential Information except for the purposes of executing its obligations hereunder, and shall return the Confidential Information to the disclosing party or destroy the confidential information at its request. The parties agree that GEN Properties and the Customer Properties shall be deemed Confidential Information, as are all documentation, descriptions, and embodiments thereof. Without limitation, Confidential Information expressly includes all authentication credentials, passwords, access codes, security tokens, encryption keys, API keys, certificates, and any other information used for system access or authentication purposes, regardless of whether such information is specifically marked as confidential.
Both parties acknowledge that the confidentiality obligations under this Agreement extend beyond the protection of documents and data to encompass the following categories of information, whether learned during the engagement or at any time thereafter:
Neither party shall, without the prior written consent of the other party:
This prohibition applies to both parties equally: GEN shall not quote, reference, or identify the Customer on GEN's website, marketing materials, or in any other manner; and the Customer shall not disclose to any third party that GEN provides services to the Customer or identify GEN as their service provider in any context.
Permitted disclosures. Nothing in Sections 5.2 to 5.4 prevents either party from disclosing the existence of the business relationship, or such Confidential Information as is reasonably necessary, where the disclosure is incidental to or reasonably required for the performance of this Agreement, the procurement, provisioning, escalation or support of the Services, or the ordinary conduct of that party's business. This includes disclosure to that party's own personnel, subcontractors, suppliers, carriers, vendors, distributors, registrars, insurers, auditors and professional advisers, and disclosure required to place, manage or troubleshoot an order with any of them. The disclosing party shall limit any such disclosure to what the recipient needs to know, and shall ensure the recipient is bound by confidentiality obligations no less restrictive than this Section 5 or is subject to a professional duty of confidence.
Each party shall treat as strictly confidential all information relating to the personnel of the other party. Without limiting the generality of the foregoing:
The confidentiality obligations set forth in this Section 5 shall survive the termination or expiration of this Agreement and shall continue in perpetuity with respect to:
For all other Confidential Information, the obligations shall continue for a period of five (5) years following the termination or expiration of this Agreement.
The non-disclosure obligations set forth in Sections 5.1 to 5.4 shall not apply to Confidential Information which: (a) becomes generally known to the public by publication or by any means other than a breach of duty on the part of the recipient hereunder; (b) is information previously known to the recipient; (c) is information independently developed by or for the recipient; or (d) is information released by the owning party without restriction or released pursuant to a judicial or governmental order. Notwithstanding the foregoing, the following categories of information are treated as confidential by their nature, and the party asserting an exception in respect of them bears the burden of establishing it:
Lawful disclosure always permitted. Nothing in this Section 5, and nothing in any list of categories within it, prevents or delays a disclosure that a party is required to make by law, by a court or tribunal, by a regulator or tax authority, by a rule of a listing authority, or in connection with an investigation under Section 2.3. This paragraph prevails over every other provision of this Section 5.
Where a party makes such a disclosure it shall, to the extent it is lawfully able to do so and acting reasonably in the time available: (i) give the other party notice before disclosing; (ii) cooperate at that party's cost with any attempt to obtain a protective order or equivalent remedy; and (iii) disclose only the minimum reasonably required. A failure to complete any of these steps does not make the disclosure a breach of this Agreement, and no party is required to breach a legal obligation, resist a lawful order, or delay compliance in order to take them.
Each party shall comply with the data protection legislation applicable to it, including the UK GDPR and the Data Protection Act 2018.
The GEN Privacy Notice is incorporated by reference into and forms part of this Agreement. It sets out the categories of personal data GEN collects and processes, the purposes and lawful bases for that processing, the security measures GEN applies, GEN's use of sub-processors and international transfers, and the rights available to data subjects. Retention periods, and the basis for each of them, are set out in the Data Retention Policy, which is likewise incorporated by reference and is the single source for how long GEN keeps each category of record. Where GEN processes personal data on the Customer's behalf in the course of providing the Services, it shall do so in accordance with the Privacy Notice and with the Customer's documented instructions as recorded in the applicable Statement of Work.
Where the Customer requires data processing terms in a particular form, or is itself subject to a regulatory regime requiring specific terms, those shall be agreed between the parties in writing and shall supplement this Agreement in respect of the Services to which they relate.
This Section 5.8 applies wherever GEN processes personal data on behalf of the Customer in the course of providing the Services, and constitutes the written contract required by Article 28 of the UK GDPR. In this Section, "controller", "processor", "data subject", "personal data", "processing" and "personal data breach" have the meanings given in the UK GDPR.
5.8.1 Roles. In respect of personal data processed to provide the Services, the Customer is the controller and GEN is the processor. Where GEN processes personal data for its own purposes, including account administration, billing and credit control, security and fraud prevention, service improvement, and compliance with its own legal obligations, GEN acts as controller and does so in accordance with its Privacy Notice, and this Section 5.8 does not apply to that processing.
5.8.2 Subject matter and details of the processing. The subject matter and duration of the processing are the provision of the Services for the term of the applicable Statement of Work and any period reasonably required afterwards to complete deletion or return. The nature and purpose of the processing is the delivery, support, hosting, maintenance, monitoring, backup, migration and administration of the Services. The types of personal data and categories of data subject are those determined by the Customer and present in the systems, applications, mailboxes, files and support requests to which GEN is given access, which will typically include the Customer's personnel, its own customers and contacts, and may include identification, contact, employment, technical, usage and financial data. Where the Customer requires GEN to process special category or criminal offence data, it shall tell GEN in advance so that appropriate additional measures can be agreed. The service-by-service particulars required by Article 28(3), being the subject matter, duration, nature and purpose, types of personal data and categories of data subject for each Service, are set out in the Data Processing Policy and Schedule, which is incorporated into this Agreement.
5.8.3 GEN's obligations. GEN shall:
5.8.4 Personal data breach. GEN shall notify the Customer without undue delay, and in any event within forty-eight (48) hours, after becoming aware of a personal data breach affecting personal data processed on the Customer's behalf. The notification shall describe, so far as GEN is able at the time, the nature of the breach, the categories and approximate number of data subjects and records concerned, the likely consequences, and the measures taken or proposed. GEN shall provide further information as it becomes available and shall cooperate with the Customer in investigating and mitigating the breach. Notification is not, and shall not be construed as, an admission of fault or liability by GEN. It is the Customer's responsibility as controller to determine whether the breach must be reported to the Information Commissioner or to data subjects, and to make any such report.
5.8.5 Sub-processors. The Customer gives GEN general written authorisation to engage sub-processors, including the suppliers, carriers, vendors, data centre operators and subcontractors GEN uses to deliver the Services. GEN shall impose on each sub-processor data protection obligations no less protective than those in this Section 5.8, and remains fully liable to the Customer for the performance of each sub-processor's obligations. GEN maintains a current list of sub-processors, available to the Customer on request, and will give the Customer reasonable notice of the intended addition or replacement of a sub-processor. The Customer may object on reasonable data protection grounds within fourteen (14) days of notice, in which case the parties shall discuss the objection in good faith; if it cannot be resolved, either party may terminate the affected Statement of Work on written notice without further liability, and Section 10.4 shall not apply.
5.8.6 Audit. GEN shall respond to a reasonable written request for information about its processing and security measures, including by providing any current certification, audit report or completed security questionnaire it holds, and the Customer shall accept such material where it reasonably addresses the request. An on-site audit or inspection may be conducted no more than once in any twelve (12) month period, on not less than thirty (30) days' written notice, during normal business hours, subject to the auditor entering into confidentiality obligations acceptable to GEN, and shall not unreasonably disrupt GEN's business or compromise the confidentiality or security of any other customer's data. The Customer shall bear GEN's reasonable costs of supporting any such audit at GEN's Standard Rates, except where the audit reveals a material breach by GEN of this Section 5.8.
5.8.7 International transfers. The Customer acknowledges that some or all of the processing may take place outside the United Kingdom as described in Section 1.3. GEN shall not transfer personal data outside the United Kingdom unless it has taken the measures necessary to ensure the transfer is lawful, which may include reliance on adequacy regulations or on an approved transfer mechanism such as the International Data Transfer Agreement or the UK Addendum to the European Commission's standard contractual clauses.
5.8.8 Deletion and return. On expiry or termination of the relevant Statement of Work, GEN shall at the Customer's option delete or return the personal data processed on the Customer's behalf. That option is exercised, and the return, deletion and retention of personal data carried out, under the single exit process in Section 10.3, which applies to personal data as it applies to all other material. This Section adds no separate process, timescale or election. Personal data retained under Step 4 of that process is retained for the periods and on the bases set out in the Data Retention Policy, only where UK GDPR permits, and remains subject to this Section 5.8 for as long as it is held.
5.8.9 The Customer's obligations. The Customer warrants that it has a lawful basis for the processing it instructs, that it has provided all necessary privacy information to data subjects, that it has obtained any consent required, and that its instructions will not put GEN in breach of data protection legislation. The Customer shall indemnify GEN against all Claims arising from the Customer's breach of this Section 5.8.9.
5.8.10 Precedence. Where the parties have signed a separate data processing agreement in respect of any Services, that agreement prevails over this Section 5.8 to the extent of any conflict, in respect of those Services only. Notwithstanding Section 12.1, this Section 5.8 prevails over any conflicting provision elsewhere in this Agreement in respect of the processing of personal data on the Customer's behalf.
Where a Service Level is agreed and in place, it affects only the Statements of Work, or the Support work, to which it applies. All other Statements of Work are undertaken at the standard service level for the service concerned. The service level applying to a given item of work is indicated on the HelpDesk system where applicable.
The Service Level Policy governs how Service Levels operate, including coverage windows, the Start Time Metric, response windows, the rates applying at each service level, and the remedy where a response window is missed. This Agreement does not restate those provisions.
GEN publishes a range of Service Levels in the Service Level Policy, from daytime cover with a response measured in working days through to 24/7 cover with a response measured in minutes. The Customer selects the Service Level appropriate to its requirements from those published. GEN does not offer bespoke coverage windows or response times outside the published range.
The Customer may move between published Service Levels, and may request escalation of an individual ticket to a higher Service Level, in each case at the rates applicable to the level selected. The Service Level Policy governs how selection, change and escalation operate.
GEN operates three distinct partner models: Referral Partners (who refer customers to GEN for direct contracting), Resellers (who resell GEN services and hold the customer relationship, with GEN billing the Reseller or billing in the Reseller's name), and White-box Partners (who provide GEN services under their own brand with full customer responsibility). The following provisions apply according to the specific partner model:
These provisions do not apply to Referral Partners, as referred customers contract directly with GEN and become GEN's direct customers under this Framework Agreement.
Where the Customer operates as a Reseller, the Customer holds and is responsible for the relationship with its own customers. GEN may invoice the Reseller directly, or may invoice the Reseller's customers in the Reseller's name under a white-labelled invoice, as agreed between GEN and the Reseller from time to time.
The billing method makes no difference to liability. The Customer remains solely and directly liable to GEN for all charges arising under this Agreement in full, whether or not GEN has invoiced an end-user, and whether or not the Customer has been paid by that end-user. Where GEN invoices an end-user in the Reseller's name, GEN does so as a billing convenience on the Reseller's behalf and this creates no contractual relationship between GEN and that end-user. The Customer remains responsible for:
Where the Customer operates as a White-box Partner, providing GEN services under their own brand, GEN's relationship is exclusively with the Customer. The Customer is solely and exclusively responsible for:
For both Reseller and White-box arrangements, GEN has no contractual relationship, obligation, or liability whatsoever to the Customer's end-users. End-users have no right to contact GEN directly or make any claims against GEN.
In addition to the indemnification obligations set forth in Section 9, Resellers and White-box Partners shall defend, indemnify, and hold harmless GEN from and against any and all Claims arising from or relating to: (a) the Customer's resale or white-box activities; (b) any acts, omissions, or breaches by end-users, including any illegal activities; (c) any disputes between the Customer and end-users; (d) the Customer's failure to enforce compliance with applicable terms and laws; (e) any misrepresentation by the Customer regarding GEN's services; and (f) any regulatory, governmental, or law enforcement actions relating to end-user activities.
GEN reserves the right to immediately suspend services where end-user activities breach the Acceptable Use Policy, engage in illegal activities, or otherwise violate applicable laws, and may do so without prior notice to the Customer. Where GEN suspends without prior notice, the notice obligation in Section 2.4 applies and GEN will notify the Customer of the suspension as soon as reasonably practicable afterwards. Such suspension shall not relieve the Customer of payment obligations for the affected services.
GEN undertakes not to knowingly solicit or directly contract with the Customer's end-users for services that are substantially similar to those being resold by the Customer. Should it subsequently become known that GEN has inadvertently established a direct relationship with any of the Customer's end-users for such services, GEN shall:
This provision does not apply where: (a) the end-user independently approaches GEN without any solicitation; (b) the Customer has ceased to provide the relevant services; (c) the Customer is in material breach of this Agreement; or (d) the services provided by GEN are materially different from those offered by the Customer.
The Customer hereby represents and warrants that it has and for the duration of this Agreement shall have all rights required for the performance of its obligations hereunder and has and for the duration of this Agreement shall have the authority and the legal right to enter into this Agreement.
GEN hereby represents and warrants that it has and for the duration of this Agreement shall have all rights, titles or interests in GEN Properties and Deliverables required for the performance of its obligations hereunder and has and for the duration of this Agreement shall have the authority and the legal right to enter into this Agreement.
GEN further represents and warrants that the Services provided under this Agreement will be of commercially reasonable quality in accordance with any specifications or requirements set forth in a Statement of Work and will be performed in accordance with generally accepted industry standards for similar services. Any claim for breach of GEN's warranties under this Section 8.2.2 must be made, by written notice to GEN, within ninety (90) days following the date of completion of the Services for which the claim is made. GEN shall have a thirty (30) day period following receipt of any such notice in which to cure a breach. If GEN is unable to remedy the Services within the cure period, Customer may, at its option, either (i) accept a pro-rated refund for the defective Services, or (ii) terminate the affected Statement of Work without penalty.
GEN during the life of services provided may at its sole discretion choose to move, change, update or upgrade said services providing that either the same or greater level of service is maintained. GEN will provide reasonable advance notice of any such changes where operationally feasible, except in cases of emergency maintenance or security requirements.
Where hosted services are provided under this Agreement, the hardware, software, platform, images, configuration, architecture and supporting infrastructure by which the service is delivered are and remain the property of GEN. Access to hosted services by the Customer shall be on the basis of a Statement of Work.
The Customer retains ownership of its own data and content stored on that platform, and grants GEN a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, migrate, index, back up, restore, reorganise, compress and delete that data and content to the extent necessary to provide, operate, maintain, secure and administer the service.
GEN gives no undertaking to retain, preserve or reproduce Customer data or content beyond the period and in the manner expressly set out in the applicable Statement of Work. GEN may delete, purge, compress, migrate, reorganise or overwrite data in the ordinary operation of the platform, on expiry of any stated retention period, on suspension, expiry or termination of the service, or where it is necessary to do so for capacity, performance, security, legal or regulatory reasons. The Customer has no right to require GEN to retain any data or to preserve any particular copy, instance, snapshot or version of it, save where a retention obligation is expressly stated in a Statement of Work. Nothing in this paragraph relieves GEN of any obligation it owes under Section 5.7 or under applicable data protection legislation.
The Customer is responsible for maintaining its own copies of any data or content it requires, and for verifying that those copies are complete and capable of being restored, except to the extent that GEN has expressly contracted to provide a backup service and then only on the terms of that service.
Loss of data. GEN shall have no liability to the Customer for the loss, deletion, corruption, alteration, inaccessibility or unavailability of any Customer data or content held on or processed by a hosted service, however arising, save to the extent it results from GEN's deliberate breach or wilful misconduct, or from GEN's failure to perform a backup service it expressly contracted to provide. Where GEN has contracted to provide a backup service, its liability is limited to re-performing that service and to restoring from the most recent good copy available to it.
Content. The Customer is solely responsible for all data and content it, its personnel, or any person to whom it provides access, stores, transmits, publishes or processes using a hosted service, and for ensuring that it is lawful and that the Customer holds all rights, consents and licences necessary for it. GEN does not review, monitor, moderate or approve such data or content, is under no obligation to do so, and is not deemed to have knowledge of it by virtue only of providing the service. GEN gives no warranty as to its legality, accuracy or fitness for any purpose.
Where GEN becomes aware, or is notified, that any data or content is or may be unlawful, infringing, or in breach of the Acceptable Use Policy, GEN may without prior notice remove, disable access to, isolate, preserve or disclose it, and may suspend the affected service, in each case to the extent GEN considers necessary or is required to do so. GEN will inform the Customer as soon as reasonably practicable unless prevented from doing so. The Customer shall indemnify GEN against all Claims arising from the data or content held or processed on its behalf, including any claim that it is unlawful or infringes the rights of any person, and against all costs GEN incurs in responding to any complaint, notice, takedown request, regulatory enquiry or law enforcement request relating to it.
Where GEN is contracted to manage services for the Customer, the systems, devices, software, configurations and environments covered by that engagement (the "Managed Environment") are those identified in the applicable Statement of Work. Management of the Managed Environment is undertaken on one of two bases, Exclusive Management or Shared Management. Exclusive Management applies unless the Statement of Work states otherwise.
Exclusive Management. No change, configuration, update, patch, installation, removal or grant of access is made within the Managed Environment other than by GEN or with GEN's prior consent. This applies equally to the Customer's own personnel and to any third party. It applies whether or not the Customer holds administrative credentials. As set out in Section 2.6, GEN provides the Customer with access to its own credentials through the Site Record as a matter of course, so that the Customer is never locked out of its own systems; that access is provided for assurance and continuity and is not authority to make changes. Where the Customer or a third party does use those credentials to make a change, the Customer shall notify GEN immediately, and the affected systems are treated as being under Shared Management until GEN has inspected and, where necessary, restored them. Where and for so long as the Managed Environment is under Exclusive Management, GEN's warranties under Section 8.2.2 and any applicable Service Levels apply to it in full.
Third parties. The Customer may engage its own suppliers, developers or vendors to work within the Managed Environment only with GEN's prior consent and under GEN's coordination, and shall procure that they work within any constraints GEN reasonably specifies. GEN's time spent granting, coordinating, supervising, reviewing or remediating such work is chargeable at GEN's Standard Rates and is not included within any bundled allowance or fixed management fee.
Shared Management. Where, by agreement or in fact, the Customer or any third party retains the ability to make changes within the Managed Environment, that environment is under Shared Management. GEN cannot be accountable for the state of a system it does not exclusively control, and accordingly, for so long as Shared Management applies: GEN's warranties under Section 8.2.2 do not apply to the affected systems; no Service Level applies to them, and no remedy for a missed response window operates in respect of them; management is provided on a reasonable endeavours basis only; and all investigation and remedial work is chargeable at GEN's Standard Rates.
Changes made outside GEN's control. Where GEN finds, whether on investigating an incident or otherwise, that a change has been made within the Managed Environment other than by GEN or with GEN's consent, then in respect of the affected systems: GEN's warranties under Section 8.2.2 do not apply; any applicable Service Level is suspended and no remedy for a missed response window operates; and all time spent identifying, investigating, reversing or remedying the position, and restoring the systems to a supported state, is chargeable at GEN's Standard Rates outside any bundled allowance or fixed management fee. Such time is chargeable whether or not the change proves to be the cause of the incident, because it is the loss of change control that makes the investigation necessary. It is not necessary for GEN to show that the change was improper, negligent or unsupported; it is sufficient that it was made outside GEN's control.
Emergencies. Nothing in this Section prevents the Customer from acting where it reasonably believes urgent action is necessary to protect life, safety, security or the continuity of its business and GEN cannot be reached in the time available. The Customer shall notify GEN of any such action as soon as reasonably practicable and in any event within twenty-four (24) hours, and shall provide GEN with a full account of what was done. Work arising from such action is chargeable under the preceding paragraph, but the Customer shall not be treated as being in breach of this Agreement by reason of having taken it.
All Connectivity services (including but not limited to broadband, leased lines, FTTC, FTTP, and other data transmission services) provided by GEN are facilitated through third-party infrastructure providers, and neither the Customer nor GEN owns the physical circuits, cables, or backhaul infrastructure. GEN is solely responsible for the networking aspects of these services (such as configuration, routing, and management), but expressly disclaims all responsibility for the physical infrastructure. These third-party circuit providers may experience outages, degradation, maintenance periods, or other issues entirely beyond GEN's control or influence. Therefore, GEN will not be liable for any service interruptions, performance degradation, or other failures attributable to these third-party infrastructure components. In the event of such failures, GEN will make reasonable efforts to liaise with the relevant third-party providers to restore service, but ultimate responsibility for physical infrastructure failures remains with those third-party providers. Nothing in this Section affects the liability that cannot be excluded or limited under the first paragraph of Section 9.6.
During the provision of services GEN may encounter a situation where a service or service medium has reached its end of life as defined by its vendor or judged so by senior staff at GEN. GEN will provide reasonable notice of end-of-life status and will work with Customer to identify migration options. After the end-of-life date, provision of services shall be on a reasonable endeavours basis only and, notwithstanding Section 6, no Service Level shall apply to it.
GEN is and for the duration of this Agreement shall be in compliance with all local, national and international laws, governmental regulations, rules and requirements and binding administrative and court orders (collectively "Laws") applicable to GEN, including all Laws applicable to its provision of the Services. The Customer shall not at any time request, coerce or instruct GEN to undertake any activity that is illegal and GEN reserves the right to recover any costs incurred to deal with any such request or instruction.
Except as expressly set out in this Agreement, and subject always to Section 9.6, all terms, conditions and warranties implied by statute, common law or otherwise are excluded to the fullest extent permitted by law. This includes the terms implied by sections 13 to 15 of the Supply of Goods and Services Act 1982 and sections 13 to 15 of the Sale of Goods Act 1979 as to satisfactory quality, fitness for a particular purpose and correspondence with description, and any term implied by a course of dealing or trade usage.
In particular, GEN does not warrant that the Services or any system will operate uninterrupted or error-free, and gives no guarantee as to the results the Customer obtains from using the Customer Properties or the GEN Properties. Nothing in this Section limits GEN's obligation to deliver the Services and Deliverables set out in a Statement of Work, and nothing in it excludes a term whose exclusion the law does not permit.
GEN shall defend, indemnify and hold harmless Customer, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, demand, proceeding, suit, or action (collectively, "IP Claim") that the GEN Properties, or Customer's use thereof in accordance with this Agreement, infringes or misappropriates any patent, copyright, trade mark, or trade secret of a third party. GEN's indemnification obligations under this Section 9.1 shall not apply to the extent that such IP Claim arises from or is attributable to: (i) Customer's modification of the GEN Properties; (ii) Customer's combination of the GEN Properties with materials not provided or approved by GEN; (iii) Customer's use of the GEN Properties other than in accordance with this Agreement or applicable documentation; or (iv) Customer's continued use of allegedly infringing GEN Properties after GEN has provided a non-infringing alternative.
Customer shall defend, indemnify and hold harmless GEN, its affiliates, and their respective officers, directors, employees, and agents from and against any IP Claim that the Customer Properties, or GEN's use thereof in accordance with this Agreement, infringes or misappropriates any patent, copyright, trade mark, or trade secret of a third party. Customer's indemnification obligations under this Section 9.2 shall not apply to the extent that such IP Claim arises from or is attributable to: (i) GEN's modification of the Customer Properties; (ii) GEN's combination of the Customer Properties with materials not provided or approved by Customer; or (iii) GEN's use of the Customer Properties other than in accordance with the documentation or instructions provided by Customer.
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any IP Claim for which it is seeking indemnification (provided that failure to provide prompt notice shall only reduce the indemnifying party's obligations to the extent it is actually prejudiced by such delay); (b) give the indemnifying party sole control of the defence and settlement of the IP Claim (provided that the indemnifying party may not settle any IP Claim that requires the indemnified party to admit liability or pay any money without the indemnified party's prior written consent, which shall not be unreasonably withheld or delayed); and (c) provide reasonable cooperation to the indemnifying party at the indemnifying party's expense. The indemnified party may participate in the defence of any IP Claim at its own expense and with legal representation of its own choosing.
If any GEN Properties become, or in GEN's opinion are likely to become, the subject of an infringement claim, GEN may, at its option and expense: (a) procure for Customer the right to continue using the GEN Properties; (b) replace or modify the GEN Properties so that they become non-infringing while maintaining substantially equivalent functionality; or (c) if options (a) and (b) are not commercially reasonable, terminate Customer's rights to use the affected GEN Properties and refund to Customer any prepaid fees covering the remainder of the term of the applicable Statement of Work after the date of termination. The remedies set forth in this Section 9.4, together with GEN's indemnification obligations under Section 9.1, constitute Customer's sole and exclusive remedies and GEN's entire liability for any infringement claims related to the GEN Properties.
Liability under the indemnities in this Section 9 is limited by, and counts towards, the cap in Section 9.6, which applies to every indemnity given under this Agreement wherever it appears. There is no separate or additional indemnity cap.
Nothing in this Agreement excludes or limits either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the obligations as to title implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (d) any other liability which cannot lawfully be excluded or limited.
Subject to the paragraph above, and except in the case of a party's deliberate breach or wilful misconduct:
The limitations of liability set forth in this Section 9 reflect the allocation of risk between the parties and form an essential basis of the bargain between them. The parties acknowledge that the fees charged under this Agreement reflect this allocation of risk and that neither party would enter into this Agreement without these limitations.
The term of this Agreement shall commence on the earliest of: any instruction given by the Customer to GEN, however given, including acceptance of any quotation, the placement of any order, the registration of any service, the creation of any support ticket, and any email, telephone call or other request that work be carried out; the payment of any invoice; and the commencement of any work by GEN. It shall continue until termination is completed in accordance with this Section 10.
This Agreement may be terminated as follows:
This Section is the single process governing exit. It covers material and data, GEN Equipment, Services having an unexpired minimum term, and the final account between the parties. Exit is a process and not simply a cessation of service: it is complete only when each Step below that applies has been discharged. Section 5.8.8 applies the same process to personal data processed on the Customer's behalf and adds nothing separate to it.
Step 1: the Customer elects, within 30 days. Within thirty (30) days of expiry or termination the Customer may give GEN written notice specifying what it requires to be returned, in what format from those GEN reasonably supports, and whether the remainder is to be deleted. If the Customer gives no notice in that period, GEN returns nothing and retains or deletes material in accordance with Steps 3 and 4.
Step 2: GEN returns, within 30 days of the election. GEN shall deliver the Customer Properties relating to that Statement of Work in the form then in use, together with any Bespoke Deliverable for which the Customer has paid in full under Section 4.3, and the personal data processed on the Customer's behalf. GEN's reasonable costs of extraction, conversion and delivery are chargeable at Standard Rates and may be required in advance. All licences granted to GEN to perform that Statement of Work terminate on completion of this step.
Step 3: what GEN deletes. After the return is complete, or after the 30 day election period expires where no election is made, GEN deletes the Customer's live data and content from the systems used to deliver that Statement of Work. Copies held in backups, archives, snapshots and disaster recovery systems are not deleted individually; they are overwritten on the expiry of their ordinary retention cycle, and remain subject to Sections 5 and 5.8 for as long as they exist.
Step 4: what GEN keeps, and why. After Step 3 is complete, GEN retains only those categories of record which the Data Retention Policy provides for, only for the periods it states, and only for the purposes it states. That Policy is the single source for retention periods and for the basis of each of them, and it governs this Step. GEN retains nothing else.
A Statement of Work does not vary a retention period. The periods in that Policy are GEN's standard periods and apply to every Customer alike. Where a Customer needs a different period for a particular category, it is agreed separately under the variation provision in that Policy, which states when GEN will consider a variation, what it requires, and the basis on which it is charged.
Material retained under this Step is held only for the purpose stated against its category in that Policy. It is not used to provide any Service, is not used for marketing, profiling, product development or analysis, is not disclosed except where the purpose requires it or the law compels it, and access to it is restricted to those who need it for that purpose. Retained personal data remains subject to Sections 5 and 5.8 for as long as it is held.
GEN Properties. Nothing in this Section requires GEN to deliver GEN Properties, which remain GEN's own property under Sections 4.2 and 4.4 and are unaffected by this Step.
No lien over data. Delivery of a Bespoke Deliverable, and the transfer of rights in it, is conditional on payment in full under the relevant Statement of Work. GEN shall not withhold Customer Properties, the Customer's own data or content, or any personal data, on account of unpaid charges.
Step 5: GEN Equipment, within 30 days. Section 4.5 governs title to and the condition of GEN Equipment. Within thirty (30) days of expiry or termination the Customer shall, at GEN's option, make available for collection or return at its own cost all GEN Equipment provided for use. Where equipment was sold and title has not passed because sums remain outstanding in respect of it, the Customer shall either pay those sums or return it. On written request GEN shall, within fourteen (14) days, provide a list of the GEN Equipment its records show as being at the Customer's sites, so that the position can be agreed rather than assumed.
Step 6: Services having a minimum term. Where a Service has an unexpired minimum term at the date of termination, the parties shall settle its position as part of this process. The Customer may elect, by the notice given under Step 1:
Where the Customer makes no election, the third of those paragraphs applies. Where the Customer ends the Service and Section 10.4 does not apply, the Customer shall nonetheless reimburse GEN any early termination or cancellation charge GEN is itself required to pay a third-party supplier as a direct result of the termination. GEN shall take reasonable steps to mitigate that charge, shall credit any saving actually achieved, and shall provide a breakdown on request. That reimbursement is GEN's out-of-pocket cost to a third party and not a charge for loss of profit.
Step 7: the final account, within 30 days. Within thirty (30) days of expiry or termination GEN shall render a final invoice covering all Services performed and expenses incurred but not yet invoiced, including work carried out on any Statement of Work up to the date of termination which has not yet reached an invoicing point, together with any sum payable under Steps 2, 5 and 6 and GEN's reasonable transition costs under Section 10.6. GEN may render further invoices for sums falling due after that date. Each invoice is payable in accordance with Section 3.6, and sums properly invoiced before termination remain payable in accordance with their own terms.
Step 8: completion of exit. Exit is complete when the Steps in this Section that apply have been discharged, that is when the elected return has been made, all GEN Equipment has been returned or otherwise accounted for, the position on each minimum-term Service has been settled, and all sums due have been paid. This Agreement remains in force in respect of those Steps, and for that purpose only, until they are discharged. Steps 3 and 4 run according to their own retention periods and do not delay completion.
Nothing in this Section is a penalty. This Section provides for the settlement of sums already earned, the reimbursement of costs actually incurred, the return of each party's own property, and the orderly handover of the Customer's data and services. It is not an early termination charge and is not a charge for loss of profit, and it applies in full where the Customer exits without penalty under Section 3.8, 5.8.5, 8.2.2, 11.4 or 12.8.
Where the Customer terminates a Statement of Work before the end of its minimum term other than for GEN's material breach, or where GEN terminates it for the Customer's material breach or non-payment, the Customer shall pay GEN a sum equal to the lesser of:
"Lost Margin" means the charges that would have become payable for the unexpired part of the minimum term, less all costs, charges and expenses GEN avoids or would avoid by not having to provide the Service for that period. It is GEN's net loss and not its gross revenue.
Mitigation and evidence. GEN shall take reasonable steps to mitigate its loss, including by seeking to cancel or reduce third-party commitments, redeploying resources, and reselling or reusing any equipment or capacity released. Any saving actually achieved reduces the sum payable. On written request GEN shall provide a breakdown showing how the sum has been calculated, the third-party charges included, and the mitigation undertaken. This Section is an assessment of GEN's actual loss and is not a penalty.
This Section does not apply where the Customer terminates under Section 3.8 (following a charge increase), under Section 5.8.5 (following a sub-processor objection), under Section 8.2.2 (following GEN's failure to cure a breach of warranty), under Section 11.4 (following a prolonged force majeure event), or under Section 12.8 (following a material change to these terms).
GEN may terminate this Agreement and/or any Statement of Work by thirty (30) days' written notice if the Customer breaches payment obligations, unless full payment (including accrued interest) is made before the notice period expires.
Save where termination is due to Customer breach or non-payment, both parties shall cooperate to facilitate provision of services by an alternative provider, ensuring minimal disruption to existing services. The Customer shall reimburse all reasonable costs incurred by GEN in such transition arrangements.
Unless the applicable Statement of Work states otherwise, each Service having a minimum term shall renew automatically at the end of that term for a further period equal to the original minimum term, at GEN's then-current charges for that Service. Each renewal period is itself a minimum term for the purposes of Section 10.4.
Either party may prevent a renewal by giving written notice not less than ninety (90) days before the end of the then-current term. Where notice is given later than that, the Service renews and the notice takes effect at the end of the renewal period then running, unless GEN agrees otherwise in writing.
Where a Service has no stated minimum term, it continues until either party terminates it on not less than ninety (90) days' written notice.
Renewal reminder. GEN shall notify the Customer in writing not less than thirty (30) days before the date by which notice must be given to prevent a renewal, identifying the Service, the renewal date, the charges that will apply and the date by which notice must be given. If GEN fails to give that reminder, the period for giving notice to prevent renewal is extended so that it expires thirty (30) days after the reminder is actually given, and the Customer may terminate within that extended period without incurring charges under Section 10.4.
The following provisions shall survive termination of this Agreement: payment obligations; Section 1.4 (ticket retention and the time limit for raising a dispute); Section 4 (ownership, and the licences granted under it); Section 5 (confidentiality and data protection, including Section 5.8); Section 8.2.2 (the warranty claim and cure procedure); Section 9 (indemnification and limitation of liability); Sections 10.3 and 10.4 (exit and early termination charges); Section 11.5 (notices); Section 12.2 (governing law, jurisdiction and dispute resolution); and any other provisions that by their nature should survive termination.
This Agreement, including any Statements of Work under it, is the complete and exclusive statement of the agreement between the parties on its subject matter, and supersedes all prior proposals, understandings and agreements, whether oral or written, on that subject matter.
Variation. This Agreement is varied only in one of two ways: (a) by GEN, in accordance with Sections 12.6 and 12.8, by publishing the change and, where the change is material, notifying the Customer's registered contacts by email, in which case the change takes effect as provided in Section 12.8; or (b) by a written instrument signed by an authorised representative of each party, which prevails over (a) in respect of the matters it covers. No other act, course of dealing, correspondence or conduct varies this Agreement.
The pre-printed terms and conditions of any purchase order or other ordering document issued by either party shall not be binding on the other party and shall not vary this Agreement, whether or not that document is signed, acknowledged or acted upon.
No failure to exercise, and no delay in exercising, on the part of either party, any right, power or privilege hereunder will operate as a waiver thereof, nor will any party's exercise of any right, power or privilege hereunder preclude further exercise of the same right or the exercise of any other right hereunder.
If any part of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby and shall be enforced to the maximum extent permitted by applicable law.
Either party shall be excused from performance and shall not be liable for any delay in whole or in part, to the extent caused by the occurrence of any events beyond the reasonable control either of the excused party or its subcontractors or suppliers, for as long as such event continues and the excused party continues to use its best endeavours to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means.
Where a Service is not being provided at all as a result of such an event, the charges for that Service shall be suspended for as long as the event continues. If such an event prevents or materially impairs performance for a continuous period of ninety (90) days or more, either party may terminate the affected Statement of Work on written notice, without liability to the other save for charges properly accrued up to the date of termination.
Any notice required or permitted under this Agreement shall be in writing and shall be validly given if delivered by any of the following methods, each of which is of equal standing:
A notice is deemed delivered on the date of actual delivery if that is a Working Day and delivery occurs before 17:00, and otherwise on the next Working Day. Notices to GEN shall be sent to GEN's current registered address, or to the email address or HelpDesk queue nominated for that purpose, in each case as published at the time on the GEN website; it is the sender's responsibility to check the current details before serving a notice. Notices to the Customer shall be sent to the Customer's registered office or to the contact details held on the Customer's account.
Keeping contact details current. The Customer shall maintain at least one valid email address and one named individual as its registered contact, shall keep them current in the portal or by notice to GEN, and shall ensure that mail from GEN is not blocked, filtered or routed to an unmonitored mailbox. GEN shall do the same for the details it publishes.
Where delivery fails. A notice sent to the last address notified by the receiving party is validly given even if it is not received, where the failure results from that party's own act or omission, including a closed, disabled or unmonitored mailbox, a full mailbox, a spam filter, an expired domain, or a failure to notify a change of contact. Where the sender becomes aware that delivery has failed for any other reason, the notice is not treated as given until the sender has made one reasonable attempt to serve it by another method permitted by this Section, and the deemed delivery time runs from that attempt.
Portal and HelpDesk availability. Where the portal or HelpDesk is unavailable, or the receiving party cannot access it, that does not invalidate a notice properly given by another method, and does not extend any period running from it. A party unable to access those systems may give notice by email or in writing instead, and shall tell GEN it cannot get in.
This Section does not apply to routine operational communication, which may be given by any reasonable means.
GEN may utilise automated systems, artificial intelligence, and machine learning tools to enhance service delivery, including but not limited to:
These tools operate principally on technical and operational data. Where the material processed includes personal data (for example where a support request identifies an individual, or its contents refer to one), that processing is carried out on the Customer's behalf and is subject to Section 5.8 and to the GEN AI Use Policy.
All such processing is performed on GEN's own infrastructure. GEN does not transmit Customer data, ticket contents, prompts, contexts or any other material to any third-party artificial intelligence provider, hosted model service or external API, and no Customer data or content is used to train any third-party model.
GEN does not log or retain the inputs, contexts or outputs of these tools. Because they are not recorded, they cannot be disclosed, reused, searched or produced. The only records GEN keeps of this processing are aggregate operational counters, such as volumes of tokens processed and response times, held for performance monitoring and capacity planning, from which no Customer data and no personal data can be recovered or reconstructed.
GEN does not use these tools to make any decision producing legal effects concerning, or similarly significantly affecting, any individual: output that affects the Customer or the Services is reviewed by GEN personnel before it is acted upon.
GEN retains ownership of all insights, methodologies, models and improvements derived from such processing, provided that these contain no personal data and no Confidential Information of the Customer.
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, save that any affiliate, officer, director, employee or agent who is expressly indemnified under Section 9 may enforce the relevant indemnity, subject to and in accordance with the terms of this Agreement including the limitations in Sections 9.5 and 9.6. The parties may vary, rescind or terminate this Agreement without the consent of any such person.
This Framework Agreement constitutes the primary governing document for all business relationships between the Customer and GEN. In the event of any conflict or inconsistency between the terms of this Framework Agreement and any other policy, agreement, or document referenced herein or otherwise provided by GEN (including but not limited to the Acceptable Use Policy, Domain Name Registration Agreement, Privacy Notice, or any other supplementary terms), the provisions of this Framework Agreement shall prevail and take precedence to the extent of such conflict or inconsistency. All such referenced policies and agreements shall be construed as supplementary to this Framework Agreement and shall be interpreted in a manner that gives full effect to this Framework Agreement.
This Agreement, and any dispute or claim arising out of or in connection with it, its subject matter or formation, including any non-contractual dispute or claim, is governed by and construed in accordance with the law of England and Wales.
Before commencing proceedings the parties shall first attempt to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, or its breach, termination or invalidity (a "Dispute"), through good faith negotiation between senior representatives. If the Dispute is not resolved within thirty (30) days of one party notifying the other of it, either party may refer it to mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. If the Dispute is not settled within sixty (60) days of the mediation starting, or such longer period as the parties agree in writing, either party may commence proceedings.
The courts of England and Wales have exclusive jurisdiction to settle any Dispute. Nothing in this Section prevents either party from applying to any court of competent jurisdiction for urgent interim or injunctive relief, or from commencing proceedings where necessary to prevent a limitation period expiring or to enforce a debt that is not genuinely disputed.
Neither party may assign or delegate any or all of its rights (other than the right to receive payments) or its duties or obligations hereunder without the consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement, without the need to obtain consent of the other party, to a successor in interest to substantially all of the business of that party to which this Agreement relates. An assignee of either party authorised hereunder shall be bound by the terms of this Agreement and shall have all of the rights and obligations of the assigning party set forth in this Agreement.
GEN shall have the right to subcontract some or all of the Services specified in a Statement of Work to an individual or entity. No subcontracting shall release GEN from its responsibility for its obligations under this Agreement. GEN shall be responsible for the work and activities of each of its contractors, including compliance with the terms of this Agreement. GEN shall enter into confidentiality agreements with any contractors with provisions at least as restrictive as the provisions of Section 5 of this Agreement.
GEN will contact the Customer and its representatives as necessary in connection with the Services, by letter, email, telephone, HelpDesk or portal. This includes contact about the Customer's account, service status, incidents and outages, planned works and maintenance, security warnings and advisories, end-of-life and migration notices, collections and deliveries, quotations and invoicing, and any other operational matter applicable to the Services. These are service communications, not marketing, and the Customer cannot opt out of them while the Services continue.
GEN may additionally send the Customer information about GEN products and services similar to those the Customer already receives, including product announcements, blog articles and surveys. Every such message will identify GEN and provide a means of opting out, and the Customer or any individual recipient may opt out at any time, at no cost and without affecting the Services or the service communications described above.
The following policies, notices, and service-specific terms (together, the "Incorporated Policies") are incorporated by reference into, and form part of, this Agreement. They apply to the extent relevant to the Services being provided:
GEN may update the Incorporated Policies from time to time. Each Incorporated Policy stands on its own, and a change to one does not affect the others or this Framework Agreement.
The normal rule: fourteen days. Where a change to an Incorporated Policy is material, GEN will notify the Customer's registered contacts by email, identifying the policy changed, its version and the date the change takes effect, and the change takes effect fourteen (14) days after that notification. A change that is not material takes effect on publication and does not require notice.
Fourteen days is the period for the Incorporated Policies because they govern how the Services are used and what is and is not acceptable on GEN's systems. They do not alter the commercial bargain, the charges, or what the Customer is entitled to receive. The thirty (30) day period and the right to exit at Section 12.8 apply to this Framework Agreement, which does.
The exception: immediate effect where circumstances require it. GEN may bring a change to an Incorporated Policy into effect immediately on publication where it is reasonably necessary to do so because of: the correction of an error, ambiguity or omission; a change in the law or in a regulatory requirement; a direction, order or injunction of a court, regulator, government or law enforcement agency; a requirement imposed on GEN by a supplier, carrier, registry or licensor which GEN cannot defer; a security threat, vulnerability or incident, whether affecting the Customer, GEN, or others; or war, civil emergency, industrial action, pandemic, or a widespread outage or attack affecting the provision of the Services.
Where GEN relies on that exception it shall notify the Customer as soon as reasonably practicable afterwards, stating which ground it relied on and why the change could not wait. GEN shall use the exception only so far as the circumstances require, and shall not use it to bring forward a change it would otherwise have had to notify.
Where a policy change is really a change to this Agreement. Where a change to an Incorporated Policy would materially reduce the Services the Customer is entitled to receive, materially increase the charges payable, or materially reduce the Customer's rights under this Agreement, it is treated as a change to this Framework Agreement and Section 12.8 applies to it instead, including the thirty (30) day period and the right to exit. GEN may not use a change to an Incorporated Policy to achieve indirectly what Section 12.8 requires it to notify directly.
No right of exit arises from an ordinary policy change. Except where the preceding paragraph applies, a change to an Incorporated Policy does not give the Customer a right to terminate this Agreement or any Service, and does not trigger Section 12.8. A Customer who does not wish to comply with a changed policy may stop using the Service to which it applies, subject to the ordinary termination and minimum term provisions at Section 10. Continued use of the Services after the effective date of a change constitutes acceptance of the updated Incorporated Policy. The Incorporated Policies are supplementary to this Framework Agreement; in the event of any conflict or inconsistency, this Framework Agreement prevails to the extent of the conflict (see Section 12.1). GEN will take reasonable steps to maintain stable URLs for the Incorporated Policies and to provide access to prior versions upon reasonable request.
The authoritative version of this Framework Agreement is the version published by GEN at https://www.gen.uk/index.php?page=framework. The authoritative versions of the Incorporated Policies are the versions published by GEN at their respective URLs on the GEN website.
Any printed, saved, cached, copied, or otherwise reproduced version (including PDFs or screenshots) is provided for convenience only and is non-authoritative. In the event of any discrepancy, conflict, omission, or ambiguity between any reproduced copy and the online version published by GEN, the online version shall prevail as to the content of the terms. The date from which any change to the published version becomes binding on the Customer is governed by Section 12.8, and publication alone does not make a material change binding.
No reproduced copy is authoritative. This applies however the copy was produced and whoever produced it, including a copy printed, saved, exported, scanned, screenshotted or forwarded by GEN itself, a copy attached to a quotation, tender, onboarding pack or procurement response, and a copy held in a counterparty's contract management system. No such copy is varied, warranted or made authoritative by having been supplied by GEN, and no employee or agent of GEN has authority to represent otherwise. A party relying on a reproduced copy does so at its own risk and should verify it against the published version, which is available at any time at the URL above.
This Framework Agreement is a rolling agreement. The version in force between the parties is the version accepted by the Customer on onboarding, as varied by any subsequent change notified and taking effect in accordance with this Section. The current version is published at https://www.gen.uk/index.php?page=framework and in the Customer's portal.
GEN may update these terms from time to time. Where a change is material, GEN will notify the Customer's registered contacts, identifying the document changed, its version, and the date on which the change takes effect. A material change takes effect thirty (30) days after that notification and not before.
If the Customer does not accept a material change, it may, at any time before the change takes effect, terminate this Agreement and any affected Services by written notice to GEN, without penalty and without incurring the charges set out in Section 10.4. Termination under this Section is given effect through the exit process at Section 10.3, and the Customer's rights under this Section are not affected by that process. Continued use of the Services after the effective date constitutes acceptance of the updated terms.
A change that is not material takes effect on publication and does not require notice. Changes that are not material include the correction of typographical errors, clarification of existing wording that does not alter its effect, changes to formatting, contact details or links, and changes which are wholly to the Customer's benefit.
No immediate variation of this Agreement. There is no exception to the thirty (30) day period for a material change to this Framework Agreement, and GEN may not bring such a change into effect sooner for any reason. This Agreement is the overarching contract between the parties, and the notice period and the right to exit which accompanies it are what make a unilateral variation of it lawful. Where a change in the law, a court order, or a regulatory requirement means GEN cannot lawfully continue to perform a provision of this Agreement, GEN shall cease to rely on that provision immediately and shall notify the Customer, but the provision is varied only in accordance with this Section; Section 11.3 governs the effect of a provision that has become unenforceable. The Incorporated Policies are dealt with separately at Section 12.6 and may be changed with immediate effect in the circumstances described there.