User Terms

To use our site, you must have completed our registration process, which you can find here. While you are free to browse our site, if you want to register to use our services you must be either be:

  • An employee or representative of an organisation licensed to provide adoption or children's social care services (such as a local authority, an adoption agency or an independent fostering provider, each of which we refer to as an "Organisation")
  • An individual registered with one of those Organisations for you to adopt or foster a child or as a user working on behalf of the relevant Organisation. We will refer to an individual as "you" or "your", or
  • An individual user of our community support network which we operate as the Adoption UK Community for adopters, or our foster carer support network. Adoption UK (Reg. Co. number 09454981) is a UK registered charity. Link Maker provides the Adoption UK Community support network in partnership with Adoption UK. More information can be found here

These terms (together with the documents referred to in it) tell you the terms of use on which you may make use of the "Link Maker" site (www.linkmaker.co.uk) (our site) or communicate with us in relation to our site or our services, whether as a guest or a registered user. "Use" of our site or services includes accessing, browsing, registering to use, uploading content to, or downloading content from, our site or communicating with us or other users via our site.

These terms apply where:

  • You are generally browsing our site.
  • You are registering to use our site.
  • You are registered with an Organisation licensed to provide adoption or children's social care services and are using our site as part of that Organisation's adoption and commissioning services to look to adopt or foster a child.
  • You are an employee or representative of an Organisation using our site as part of that Organisation's adoption and commissioning services acting on behalf of an adopter or care placement.
  • You are an employee or representative of an Organisation using our site as part of that Organisation's adoption and commissioning services acting on behalf of a child being placed for adoption or in care.
  • You are using the Link Maker community support network.

Please read these terms carefully before you start to use our site or services.

By using our site or services, you confirm that you accept these terms and that you agree to comply with them.

If you do not agree to these terms, you must not use our site or our services.

Other applicable terms

These terms refer to the following additional terms, which also apply to your use of our site and form part of these terms.

  • Our Privacy Policy, which sets out the terms on which we process any personal data we collect or is provided to us in relation to our services and operation of our site.
  • Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of our site. When using our site, you must comply with this Acceptable Use Policy.
  • Our Cookie Policy, which sets out information about the cookies on our site.

Application of our Organisation Terms and Local Agreements:

  • If you are an employee or representative of an Organisation or you are registered with an Organisation, your Organisation and you use of our site, will be subject to certain additional contractual terms, which will either be:
    • our Organisation Terms, which can be found here or
    • some of our customers have agreed specific terms, which we call a "Local Agreement".
  • Your Organisation should make you aware of the terms of such Organisation Terms or Local Agreement because they will apply to your use of the Link Maker site and services.
  • If you are an employee, representative, or registered user of an Organisation which has a Local Agreement, your use of our site or services will not result in the Local Agreement being amended or replaced with these terms for that Organisation (but wherever these terms place responsibility on individual users, those responsibilities will still apply unless these terms say otherwise.
  • To the extent that there is any conflict or inconsistency between the provisions of these terms and any Local Agreement your Organisation may have in place, the provisions of the Local Agreement will prevail as between us.
  • Where any Local Agreement provides for termination of the agreement reflected in these terms, that will apply to these terms, in respect of the relevant Organisation and us, as if incorporated into these terms.

Information about us

The "Link Maker" site is operated by Link Maker Systems Limited ("we", "us" or "our"). We are a limited company, registered in England and Wales under company number 08472919 and have our registered office at Alpha House, 159 High Street, Barnet, Hertfordshire EN5 5SZ. Our VAT number is 178 6941 51.

Changes to these terms

We may revise these terms at any time by amending this page. We will notify any registered users of any changes to these terms via an announcement on your personalised home page.

Please check this page from time to time to take notice of any changes we have made, as they are binding on you.

Changes to our site and services

We may update our site and our services from time to time and may change the content of our site at any time. However, please note that any of the content on our site may be out of date at any given time, and we are under no obligation to update it. Where we have been informed that any non-user-submitted content on our site is out of date, we will endeavour to update it within a reasonable time.

We do not guarantee that our site, or any content on it, will be free from errors or omissions.

Accessing our site

We do not guarantee that our site or services, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site or services without notice. We will not be liable to you if for any reason our site or services are unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to our sites and services.

You are also responsible for all persons who access our sites and services using your log-in details or via your computer or device . You must ensure such users are aware of these terms and other applicable policies and ensure that they comply with them.

Registration

To register to use our site and services as an individual, you must first be registered with an Organisation.

You must register in order to use certain areas of our site and some features require payment. Where payment is required, you must make payments to us by BACS or via Stripe (see https://www.stripe.com for more information).

You must be over 18 years of age.

Our site is directed to people residing in the United Kingdom. We do not represent that content available on or through our site is appropriate for use or available in other locations.

You warrant that all details you provide to us when registering are true, accurate, up to date and complete and that you shall inform us immediately should any information change.

During the registration process you will generate a password and user identification code, which you will use with your user name to log in. Unless you are registering as a family, each individual user must be registered to use our site and services. Users must not share their registration and log-in details. If you are registering as a family, the individual completing the registration acts on behalf of, and is responsible for, all members of that family.

We may terminate your registration at any time at our complete discretion, especially if you are in breach of these terms. If we terminate or suspend your registration, you may not re-register with us without our written consent. This provision does not add to our rights to terminate any Local Agreement or the registration of any Organisation that is subject to a Local Agreement.

Your account and password

If you choose, or you are provided with, a user name, password, PIN or any other piece of information as part of our registration and security procedures, you must treat such information as confidential. You must not disclose it to any colleagues, or any other third party without our prior written consent.

We have the right to disable any user account, at any time, if in our reasonable opinion we believe:

  • your account has been accessed by someone else;
  • you have provided misleading or fraudulent information to register; or
  • you have committed a breach of the acceptable use policy.

Your account can be re-activated by contacting support@linkmaker.co.uk but we reserve the right to refuse to re-activate your account for the reasons set out above.

If you know or suspect that anyone other than you are making unauthorised use of your account or knows your user identification code, user name or password, you must promptly notify us at support@linkmaker.co.uk.

You are responsible for all activities that occur on your account or while using your registered details.

Intellectual property rights

Except where otherwise stated in these terms or our website, we are the owner or the licensee of all intellectual property rights in our site, in the material published on it, or provided to you as part of our services. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

Except where any page on our site indicates that you may print off content (where indicated by a "Print" button), you must not print off any page or content from our site. Where any page or content can be printed, you may print off one copy (or, if reasonable for ordinary business purposes, more than one but no more than is strictly necessary), and may download extracts, of such page(s) from our site for your personal use or ordinary business use. Any such physical copies in excess of the single copy must be securely destroyed as soon as they cease to be strictly necessary. You may draw the attention of others within your Organisation to content posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, unless reasonable for ordinary business purposes (in which case no such modification will affect the ownership of any intellectual property rights in the underlying material), or remove any copyright or trademark notices, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

You must not reverse engineer, decompile, copy or adapt any software or other code or scripts that form part of our site. You must not reproduce, copy or re-distribute the design or layout of the site, individual elements of the site, design or logos, including the logos "Link Maker" or "Link Maker Systems".

Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

You must not distribute, copy, publish, replicate, transmit, publicly display or use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

No reliance on information

The content on our site, together with any guidance given by us, or by other users of the site, is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Although we make reasonable efforts to update the information we publish on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up-to-date.

Limitation of our liability

Nothing in these terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, and our services, whether express or implied.

We will not be liable to any Organisation or user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

  • use of, or inability to use, our site or our services; or
  • unavailability of our site or the information it contains; or
  • use of or reliance on any content displayed on our site or provided by us as part of our services; or
  • loss of your data or loss of access to your data (which shall apply in the context that our service is not a back-up service and you should take all necessary steps to maintain your own copy of your data).

If you are an individual using our Services on your own behalf and not as an employee or representative of an Organisation, please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.

We assume no responsibility for the content and/or security of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

Use of content on our adoption and commissioning services

You may only use the information provided via our Link Maker adoption and commissioning services for the purposes of finding placements or storing information for children, adopters and care providers, or as otherwise agreed in writing with us, and with any relevant individual to which that information relates. You must comply with our Acceptable Use Policy Where you use data which has been provided by another user via our Link Maker adoption and commissioning services, you must maintain that information as confidential and not disclose it to any third party without the prior written consent of the Organisation or individual that posted that information to our site. When you store, record, download or print or otherwise use data for your own purposes which you have obtained from our site which has been provided by another user, you may become the "controller" in relation to any personal data which forms part of that information - and you must consider your responsibilities in handling that personal data in relation to each relevant individual identified in that information.

The information you access via our site may only be shared with other individuals involved in the care or placement of a child on a need to know basis. For example, an adopter or foster carer must only share information with staff from their registered Organisation, they are not permitted to share that information with extended family or friends.

If your Organisation has agreed to transfer a case file to another Organisation, then you may instruct us to transfer that case file on your behalf using the Transfer case process, which can be found in the admin menu for users with manager permissions. On completion of that process, the new Organisation will be responsible for the case file, and all related activity data, and that Organisation will become the new controller in relation to any personal data contained in that case file. You must not transfer a case file to another Organisation unless you have all relevant approvals, consents and authorisations to make that transfer, and that Organisation has all relevant approvals, consents and authorisations to receive access to that file.

Where your Organisation is not a controller for the purposes of applicable data protection legislation, for example where you simply view the information but do not store, record, download, print or otherwise use that information for your Organisation's own purposes, then your Organisation may process such personal data as a processor acting on behalf of the user which uploaded that content. You and your Organisation must comply with our Privacy Policy and you are likely to be under direct obligations (including around use of that user's personal data) with that user, which you must ensure you are aware of and comply with.

Use of information on our community support network

You may only use the information provided via our community support network for your own personal information purposes, or as otherwise agreed in writing with us, and with any relevant individual to which that information relates. You must comply with our Acceptable Use Policy. Uploading content to our site

Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy.

You warrant that any such contribution does comply with those standards.

Uploading content to Link Maker adoption and commissioning services

Any content you upload to the Link Maker adoption and commissioning service will be considered confidential and proprietary to you or to the individuals you represent. You retain all of your ownership rights in your content, subject to the licence set out below.

By uploading information (including personal data, any special categories of personal data, or any criminal offence data) about children, or adopting or fostering parents to our site, you warrant that you have the requisite legal authority to publish or advertise that information via the site, and for use in relation to our adoption and commissioning services.

Children within the same family can only be listed with the consent of the placing Organisation. In the event of such consent being withdrawn for any reason, we shall remove family profiles as soon as practical.

We also have the right to disclose your identity, where permitted by law, to any third party who is claiming that any content posted or uploaded by you to our site constitutes a potential offence or a violation of their intellectual property rights, or of their right to privacy.

We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our site.

We have the right to remove (in whole or in part) any posting you make on our site if, in our reasonable opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.

The views expressed by other users on our site do not represent our views or values.

You are solely responsible for securing and backing up your content.

Uploading content to the community support network

Please note that the charity Adoption UK, which is an independent charity, will monitor and moderate the information posted on the Adoption UK Community forums and message boards. They will flag inappropriate content or behaviour to Link Maker, and may request that information you have uploaded be removed or edited. They may also do this directly themselves. Your behaviour may lead to the suspension of your ability to access the Adoption UK Community and / or your Link Maker account, and also suspension of your Adoption UK membership. We do not share any personal data with Adoption UK except to the extent Adoption UK views the content within the Adoption UK Community.

You control the information that you upload to the community support network. You accept that, by doing so, that information will be shared with all other members of the community support network.

You retain all of your ownership rights in your content, subject to the licence set out below.

By uploading information (including personal data, any special categories of personal data, and any criminal offence data) about yourself, your children, or adopting or fostering parents to the community support network, you warrant that you have the requisite legal authority to publish that information via the community support network, and the subsequent sharing with other members of the community support network.

We also have the right to disclose your identity, where permitted by law, to any third party who is claiming that any content posted or uploaded by you to our site constitutes a potential offence or a violation of their intellectual property rights, or of their right to privacy.

We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our site.

We have the right to remove (in whole or in part) any posting you make on the community support network if, in our reasonable opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.

The views expressed by other users on our site do not represent our views or values.

You are solely responsible for securing and backing up your content.

Link Maker Systems as a processor of your personal data

We will act as a processor in relation to any personal data in any of the content uploaded to the Link Maker adoption and commissioning services by you, your Organisation, the users which are registered with your Organisation, or provided to us in relation to our provision of the Link Maker adoption and commissioning services to Organisations. Our obligations as a processor are set out in the agreement between us and the Organisation with which you are registered, or who you represent (see Organisation Terms).

How long will Link Maker keep data?

  • You may access and export your data on our site for as long as you are a registered user of the site.
  • At the request of the relevant individual's Organisation, case data or any other information uploaded to our site, can be deleted at any time. Data is marked for deletion on request and after 14 days the data is anonymised in accordance with the 'Anonymisation Code of Practice' issued by the ICO. This anonymised data is held by us for statistical purposes.
  • You may mark any of your own cases as 'inactive'. We regularly check if cases are being actively used on our site. If there has been no activity on a case for 3 months, and no confirmation from you that your case is still active, then the case is marked as 'inactive'.
  • An inactive case is deleted if there has been no activity against the case for 3 years if your organisation has an active licence, or 3 months if your organisation's licence has expired. Data is marked for deletion and after 14 days the data is anonymised in accordance with the 'Anonymisation Code of Practice' issued by the ICO. This anonymised data is held for statistical purposes.
  • A user record is deleted at the request of the user, or if the user has not logged on for 3 years.

Rights you license

By using our site, users license us to use the content they upload to our site, including child profiles and other personal data, for the provision of the Link Maker adoption and commissioning services including makes such content and sensitive content available to user of our services for such purpose.

By using the community support network, members license Link Maker to use the content they upload to the community support network, including personal data, for Link Maker to manage the community support network and for Link Maker to make such content available to the members of the community support network.

We can accept no liability or responsibility for any misuse of any content or sensitive content licensed for access and use as described above

Our licence to you

By using our site and subscribing to a service which involves the uploading and use of sensitive content onto our site, users are granted the following licences:

  • a licence for you as a registered user of our site to access and use content and sensitive content for the purpose of performing child adoption and fostering services for the Organisation for which you represent.
  • a licence for the users and third parties specified in writing by a placing Organisation to access and use content and sensitive content to share and disclose such content to other users so specified.

Viruses

We do not guarantee that our sites will be secure or free from bugs or viruses and we are not responsible for bugs, viruses or other harmful files transmitted with or as part of this site.

You are responsible for configuring your information technology, computer programmes and platform in order to access our sites. You should use your own virus protection software.

You must not misuse our sites by knowingly introducing to or via our site viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our sites, the server on which our site is stored, or any server, computer or database connected to our sites. You must not attack our sites via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our sites will cease immediately.

Linking to our site

Legitimate organisations are encouraged to link to our sites. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not publish any HTML link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. Where such a relationship does exist, you may publish an HTML link with our prior written consent.

You must not establish a link to our sites in any website that is not owned by you.

Our sites must not be framed on any other site (nor may you create a link to any part of our sites other than the home page).

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.

If you wish to make any use of content on our sites other than that set out above, please contact support@linkmaker.co.uk.

We do not provide reciprocal links.

Third party links and resources on our sites

Where our sites contain links to other sites and resources provided by third parties, these links are provided for your information only.

We have no control over the contents of those sites or resources. If you provide data and personal data to those sites, that personal data will be governed by the third-party site's terms and conditions, and privacy policy.

Applicable law

If you are a consumer, please note that these terms, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

If you are an employee or representative of an Organisation or any other business which uses our site or services, these terms, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Trade marks

"Adoption Link" is a UK registered trademark of Link Maker Systems Limited.

"Link Maker" is a UK registered trademark of Link Maker Systems Limited.

Organisation Terms

  1. When do these Conditions Apply?
    1. If the Customer does not agree to these terms, or as an individual you are not authorised to accept these Conditions on behalf of the Customer, then you must not use our site or our services or allow others within your organisation to use them.
    2. These Conditions (together with the documents referred to in it) form the Contract which sets out the terms on which the Customer is granted access to the Services. The Customer, and its Customer Personnel, are also subject to the Terms of Usage (which we use to refer to the suite of documents which include the User Terms, Acceptable Use Policy, Cookie Policy and Privacy Policy. The Terms of Usage govern the terms on which the Customer and its Customer Personnel may use the Link Maker Services. They supersede any previously issued terms and conditions of purchase or supply.
    3. These Conditions apply where:
      1. The Customer is an organisation whose Customer Personnel are using the Link Maker platform, including without limitation where the Customer is providing adoption or commissioning services acting on behalf of an adopter or care placement or acting on behalf of a child being placed for adoption or in care.
      2. The Customer is an organisation whose Customer Personnel are using the community support network.
    4. The Customer accepts these Conditions and the Terms of Usage, and the Customer agrees to comply with them, and to ensure that its Customer Personnel shall comply with them from the earlier of when:
      1. Link Maker receives a completed order confirmation signed by the Customer;
      2. The Customer confirms acceptance of these terms in writing;
      3. The Customer Personnel registers to use the Services;
      4. The Customer's payment of the applicable Invoice;
      5. The Customer's submission of valid purchase order evidencing authority to pay for the Services;
      6. The Customer, or the Customer Personnel being provided access to the Services; or
      7. The Customer, or the Customer Personnel using the Services.
  2. Definitions and interpretation
    1. In these Conditions the following definitions apply:
      Bribery Laws

      means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction;

      Business Day

      means a day other than a Saturday, Sunday or bank or public holiday in England;

      Conditions

      means Link Maker's Organisation Terms set out in this document as may be amended by the parties by an agreement signed by the Customer and Link Maker specifically amending this document;

      Confidential Information

      means any commercial, financial or technical information, information relating to the Services, User Content (as defined in the Link Maker Privacy Policy - which includes family case data, child case data, and activity data), user profile information, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

      Contract

      means the agreement between Link Maker and the Customer for the supply and purchase of Services incorporating these Conditions;

      Controller

      shall have the meaning given to it in applicable Data Protection Laws from time to time;

      Customer

      means the organisation which purchases the Services from Link Maker and whose details are set out in the applicable Invoice or order confirmation;

      Customer Personnel

      means all employees, officers, staff, other workers, agents and consultants of the Customer and any of their sub-contractors who are engaged in relation to the use of the Services from time to time;

      Data Protection Laws

      means, as binding on either party or the Services:

      • the GDPR;
      • the Data Protection Act 2018;
      • any laws which implement any such laws; and
      • any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
      Data Subject

      shall have the meaning given to it in applicable Data Protection Laws from time to time;

      Force Majeure

      means an event or sequence of events beyond a party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract;

      Free Licence

      means the elements of the Link Maker Services described as being within the Free Licence, as summarised on our license page;

      Full Licence

      means the elements of the Link Maker Services described as being within the Full Licence, as summarised at on our license page;

      GDPR

      means the General Data Protection Regulation, Regulation (EU) 2016/679 as applied in the United Kingdom;

      Intellectual Property Rights

      means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:

      • whether registered or not;
      • including any applications to protect or register such rights
      • including all renewals and extensions of such rights or applications;
      • whether vested, contingent or future;
      • to which the relevant party is or may be entitled, and
      • in whichever part of the world existing;
      Invoice

      means the invoice which set outs out the Price and the selected Services provided to the Customer by Link Maker;

      Link Maker

      means Link Maker Systems Limited registered number 08472919 with its registered office at Alpha House, 176a High Street, Barnet, Herts, EN5 5SZ . VAT Number: 178694151;

      Link Maker Personnel

      means all employees, officers, staff, other workers, agents and consultants of Link Maker and any of their sub-contractors who are engaged in the performance of the Services from time to time;

      order confirmation

      means the order confirmation, or other document confirming the Customer's order for the Services.

      Personal Data

      shall have the meaning given to it in applicable Data Protection Laws from time to time;

      Personal Data Breach

      shall have the meaning given to it in applicable Data Protection Laws from time to time;

      Price

      has the meaning set out in clause 7.1;

      processing

      has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);

      Processor

      shall have the meaning given to it in applicable Data Protection Laws from time to time;

      Protected Data

      means Personal Data received from or on behalf of the Customer in connection with the performance of Link Maker's obligations under the Contract;

      Services

      means the provision of access to the Link Maker site and services (see a summary of our services, including the elements which are included within the Free Licence, the Support Licence, and the Full Licence) as set out in the relevant Invoice or order confirmation, or such services as agreed between the parties in writing;

      Sub-Processor

      means any agent, sub-contractor or other third party (excluding its employees) engaged by Link Maker for carrying out any processing activities on behalf of the Customer in respect of the Protected Data;

      Support Licence

      means the elements of the Link Maker Services described as being within the Support Licence, as summarised at here;

      Terms of Usage

      has the meaning given at clause 1.2, which is the suite of documents comprised of the User Terms, the Privacy Policy, Acceptable Use Policy and Cookie Policy, which apply to the users' use of the Link Maker sites and services.

      VAT

      means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.

    2. In these Conditions, unless the context requires otherwise:
      1. any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;
      2. a reference to a 'party' includes that party's personal representatives, successors and permitted assigns;
      3. a reference to a 'person' includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns;
      4. any words that follow 'include', 'includes', 'including', 'in particular' or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
      5. a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time; and
      6. a reference to legislation includes all subordinate legislation made from time to time under that legislation.
  3. Precedence and Local Agreements
    1. If the Customer has a separate agreement with Link Maker (a "Local Agreement"), the Customer's access to and use of the Link Maker Services will be subject to that Local Agreement, which may replace these Conditions in whole or in part (as that agreement may specify). Such access or use will not result in the Local Agreement being amended or replaced with these Conditions for that Customer. It is the Customer's responsibility to bring its Customer Personnel's attention to any Local Agreement.
    2. If the Customer is party to a Local Agreement, to the extent that there is any conflict or inconsistency between the provisions of these Conditions and that Local Agreement, the provisions of the Local Agreement will prevail as between us.
    3. Where any Local Agreement provides for termination of the agreement reflected in these terms, that will apply to these Conditions, in respect of the relevant Customer and Link Maker, as if incorporated into these Conditions.
    4. Link Maker will not make any substantial changes to the Link Maker site's functionality which are contrary to the Customer's Local Agreement without written agreement of that Customer.
    5. No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that Link Maker otherwise agrees in writing in a Local Agreement.
    6. No variation of these Conditions or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of Link Maker as part of a Local Agreement.
    7. An Invoice for the Services will be sent by Link Maker to the Customer and (unless such Invoice is not complete or in final form) shall be an offer to sell Services subject to these Conditions. If the Services relates to the Free Licence, or are otherwise to be provided free of charge, the offer to provide such Services shall be made by providing access to such a Customer, which will be accepted by such Customer subject to these Conditions upon registration to use the Link Maker system or upon access by such Customer or its Customer Personnel to the Link Maker platform.
    8. An Invoice or offer to provide Services may be withdrawn or amended by Link Maker at any time before acceptance by the Customer. If the Customer does not wish to accept the Services, it shall notify Link Maker as soon as reasonably practicable.
    9. Link Maker may issue quotations or draft invoices to the Customer from time to time. Quotations or draft invoices are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Customer.
    10. Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.
  4. Duration of Services and Licences
    1. Certain users will have access to different levels of content (including more sensitive personal content (sensitive content)) depending upon the level of subscription and the level of permission ordered by the Customer. For more information see our license page.
    2. Free Licence: Where the Customer uses the elements of the Services within the Free Licence (as summarised on our license page, Link Maker grants to the Customer the non-exclusive, non-transferable non-sublicensable right to allow its Customer Personnel (provided they have completed the registration process and continue to comply with the Terms of Usage) to access such Services from the date on which access to such Services is granted by Link Maker until terminated by the Customer (by closing its account), by Link Maker by notice in writing to the Customer, or in accordance with clause 15.
    3. Full Licence: Where the Customer subscribes for elements of the Services within the Full Licence (as summarised on our license page and as identified in the relevant Invoice or order confirmation) Link Maker grants to the Customer the non-exclusive, non-transferable, non-sublicensable right to allow its Customer Personnel (provided they have completed the registration process and continue to comply with the Terms of Usage) to access such Services for the licence period (the "Subscription Period") which shall be subject to any earlier termination in accordance with clause 15, for an initial period of 12 months, or such initial period as stated in the relevant Invoice or order confirmation, from the date on which access to such specified Services is granted by Link Maker (the "Initial Period"). Following that Initial Period the Subscription shall expire, unless the parties have agreed to renew the Subscription. Such renewal shall constitute a new Contract on the same terms as set out in these Conditions and any specific terms and pricing as may be set out in the applicable Invoice or order confirmation.
    4. Support Licence: Where the Customer subscribes for elements of the Services within the Support Licence (as summarised on our license page and as identified in the relevant Invoice or order confirmation) Link Maker grants to the Customer the non-exclusive, non-transferable, non-sublicensable right to allow its Customer Personnel (provided they have completed the registration process and continue to comply with the Terms of Usage) to access such Services for the licence period (the "Subscription Period") which shall be subject to any earlier termination in accordance with clause 15, for an initial period of 12 months, or such initial period as stated in the relevant Invoice or order confirmation, from the date on which access to such specified Services is granted by Link Maker (the "Initial Period"). Following that Initial Period the Subscription shall expire, unless the parties have agreed to renew the Subscription. Such renewal shall constitute a new Contract on the same terms as set out in these Conditions and any specific terms and pricing as may be set out in the applicable Invoice or order confirmation.
    5. In addition to the general licence at clause 4.3 and 4.4, Link Maker grants to the Customer for the Subscription Period a licence for Customer Personnel and other third parties as may be specified in writing by that Customer to access and use content and sensitive content for the purpose of performing child adoption and fostering services including to share and disclose such content via the Link Maker Services to other users of the Link Maker Services.
    6. Customer's licence to Link Maker:
      1. The Customer grants to Link Maker a licence for Link Maker for the duration of this Contract (or such period as the Customer retains content on the Link Maker site) to use the content the Customer uploads to the Link Maker site (whether by Customer Personnel or individuals registered with the Customer), including child profiles and other personal data, for the provision of the Link Maker adoption and commissioning services including makes such content and sensitive content available to user of our services for such purpose.
      2. By using the community support network, Customer grants a license to Link Maker to use the content the Customer uploads to the community support network (whether by Customer Personnel or individuals registered with the Customer), including personal data, for the management of the community support network and to make such content available to the members of the community support network.
    7. Link Maker accepts no liability or responsibility for any misuse of any content or sensitive content licensed for access and use as described.
    8. If a Customer Personnel's account is suspended, Link Maker will inform the Customer (or such other party as they may agree with Link Maker) as soon as possible after that user's account is disabled and the reason(s) why.
  5. Compliance with Terms of Usage and the Acceptable Use Policy
    1. The Customer warrants that it shall, and shall procure that its Customer Personnel shall, comply with the Terms of Usage, and that any content uploaded to the Link Maker site by the Customer Personnel complies with the content standards and restrictions on use set out in the Acceptable Use Policy.
    2. The Customer will be liable to Link Maker and (subject to the provisions below regarding mitigation of loss and notification and conduct of claims) the Customer shall indemnify Link Maker for all liabilities, costs, expenses, damages and losses arising from or related to any breach of that warranty by the Customer or any Customer Personnel.
    3. Link Maker must use reasonable endeavours to mitigate all liabilities, costs, expenses, damages, claims and losses covered by the indemnity at clause 5.2. To the extent that Link Maker receives notification of any actual or threatened third party claim giving rise to any liability, cost, expense, damages, claim or loss covered by the indemnity above, Link Maker must:
      1. promptly notify the Customer of the existence of that claim or threatened claim;
      2. not do or omit to do anything which does or may reasonably be expected to prejudice the defence of that claim or threatened claim (including making any offer to settle or compromise) without the prior consent written consent of the Customer (not to be unreasonably withheld or delayed);
      3. give the Customer (and any advisors appointed by them) sole conduct of the defence of (or response to) that claim or threatened claim; and
      4. provide the Customer with such assistance with defending or responding to such claim or threatened claim as the Customer may reasonably request (subject to the Customer meeting Link Maker's reasonable costs of providing such assistance).
  6. Authority to Upload Information

    The Customer warrants that it has the requisite legal authority to publish or advertise any information which it or the Customer Personnel uploads or shares via the Link Maker site, and to use such information, in relation to Link Maker's adoption and commissioning services, and the Link Maker community support network.

  7. Price
    1. The price for the Services shall be as set out in the applicable Invoice or order confirmation (the Price).
    2. The Price is exclusive of VAT (or equivalent sales tax). The Customer shall pay any applicable VAT to Link Maker on receipt of a valid VAT invoice.
    3. Training, project management and bespoke development shall be charged in addition at Link Maker's standard rates, which are available on request.
  8. Payment
    1. Link Maker usually invoices the Customer for the Services prior to Customer's access or use of the Services.
    2. The Customer shall pay all Invoices:
      1. in full without deduction or set-off, in cleared funds within 30 days of the date of each Invoice, and in any event prior to accessing or using the Services; and
      2. to the bank account nominated by Link Maker.
    3. The Customer may qualify for a prompt payment discount, which will be as set out in the applicable Invoice.
    4. Where sums due under these Conditions are not paid in full by the due date, or the Customer's licence has expired or not been renewed, Link Maker may suspend the Customer's access to and use of the Services.
  9. Performance
    1. Link Maker shall not be liable for any delay in or failure of performance caused by:
      1. the Customer's, or the Customer Personnel's failure to: (i) comply with the Contract including any terms that are set out in a Local Agreement; (ii) comply with the Terms of Usage; (iii) be registered as necessary to access the Link Maker Services, (iv) have internet connectivity in accordance with any minimum system requirements notified by Link Maker from time to time; (iv) comply with Link Maker's reasonable instructions as required for performance of the Services;
      2. Force Majeure.
    2. Link Maker gives no warranties and makes no representations in relation to the Services. Any and all warranties and conditions (including the conditions implied by ss 12-16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
    3. The Customer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
  10. Intellectual Property
    1. Except where otherwise stated in these Conditions or a Local Agreement, Link Maker is the owner or the licensee of all intellectual property rights in our site, and in the material published on it or provided as part of the Services (including any training materials). In particular, those works are protected by copyright laws and treaties around the world. All such rights are reserved.
    2. The Customer must not reverse engineer, decompile, copy or adapt any software or other code or scripts that form part of the Services. The Customer must not reproduce, copy or re-distribute the design or layout of the Services, individual elements of the Services, design or logos, including the logos "Link Maker" or "Link Maker Systems".
    3. If Link Maker agrees to provide development services to the Customer, Link Maker shall own the intellectual property rights arising from such development services, and the Customer shall have a licence to use such intellectual property rights only to the extent necessary to access and use the Services for the duration of the Contract. Any further use of such intellectual property rights must be agreed in writing by Link Maker.
  11. Limitation of liability
    1. The extent of the parties' liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.
    2. Subject to clauses 1.1 and 11.5, Link Maker's total aggregate liability for losses of the Customer, or the Customer's Personnel, incurred due to any defaults of Link Maker shall not exceed the greater of (i) _5,000, or (ii) where the Customer has subscribed for the Support Licence, or Full Licence, the sum which is 100% of the Price paid pursuant to this Contract during the Subscription Period in which the relevant default occurred.
    3. Subject to clause11.5, Link Maker shall not be liable for consequential, indirect or special losses.
    4. Subject to clause 11.5, Link Maker shall not be liable for any for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with any of the following (whether direct or indirect):
      1. virus, distributed denial-of-service attack, or other technologically harmful material that may infect the Customer's computer equipment, computer programs, data or other proprietary material due to the Customer's use of the Services or to the Customer downloading of any content on it, or on any website linked to it;
      2. the content and/or security of websites linked on the Link Maker site;
      3. Customer's use or its Customer Personnel's use of, or inability to use the Services;
      4. unavailability of the Link Maker site or the information it contains;
      5. use of or reliance on any content displayed on the Link Maker site or provided by Link Maker as part of the Services.
      6. loss of profit; sales, business, or revenue;
      7. business interruption
      8. loss of savings, discount or rebate (whether actual or anticipated);
      9. loss of opportunity;
      10. harm to reputation or loss of goodwill; or
      11. loss or corruption of data. The Customer acknowledges that Services are not provided as, and Link Maker shall not be liable for providing, a data archive, back-up, business continuity, or disaster recovery service, and that the Customer shall ensure that its own data is backed up adequately to ensure that its own data is accessible by alternative means.
    5. Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation;
      3. any other losses which cannot be excluded or limited by applicable law;
      4. any losses caused by wilful misconduct.
  12. Confidentiality
    1. Each party shall keep confidential all Confidential Information of the other party and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
      1. any information which was in the public domain at the date of the Contract;
      2. any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
      3. any information which is independently developed by that party without using information supplied by the other party; or
      4. any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract
      except that the provisions of clauses 12.1.1 to 12.1.3 shall not apply to information to which clause 12.3 relates.
    2. This clause 12 shall remain in force in perpetuity in relation to information that is provided pursuant to this Contract.
    3. To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any of the provisions of clause 13.1.
  13. Processing of personal data
    1. The parties agree that the Customer is a Controller and that Link Maker is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to Link Maker in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws and other applicable laws in respect of such data.
    2. The Customer shall indemnify and keep indemnified Link Maker and Link Maker Personnel against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Customer of its obligations under the Data Protection Laws.
    3. Processing of the Protected Data by Link Maker under the Contract shall be for the subject-matter, nature and purposes and involve the types of personal data and categories of Data Subjects as set out in the Link Maker Systems Privacy Policy. That personal data will include the complete case history for children and adults which are registered with the Customer for adoption or fostering. This may include information such as names, contact details, dates of birth, correspondence between users and the Customer, correspondence between the Customer and other organisations regarding a case, the complete case history for a child, special categories of personal data (such as health, ethnicity, race, sexual orientation, and political views) and criminal offence data). Please see Link Maker’s Privacy Policy for more details.
    4. Where Link Maker acts as the Customer's Processor, Link Maker will:
      1. Process the Protected Data only on the Customer's documented instructions which includes making the Protected Data available to other users of the Services for the purposes only of the Customer and those users linking children to adoptive parents or foster carers or participating in the community support network. Link Maker may make the Protected Data available to others if Link Maker are required by law to act without the Customer's instructions (provided that such party have adequate confidentiality obligations in place, and Link Maker have used reasonable efforts to notify the Customer of such disclosure if permitted to).
      2. Only use staff and other persons who have a duty of confidentiality with regard to the Protected Data.
      3. Comply with security obligations required by the applicable Data Protection Laws (in particular Article 32 of the GDPR).
      4. Notify the Customer of any Personal Data Breach within 24 hours, in relation to the Protected Data uploaded by the Customer. If the Customer requires Link Maker to contact a specific person or requires Link Maker to use specific contact details, the Customer must notify Link Maker in writing of the appropriate emergency contact details, and the Customer must maintain such information up to date at all times.
      5. Not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom without the prior written consent of the Customer unless either:
        • the transfer is to a jurisdiction which is subject to an adequacy decision in respect of the adequate protection of personal data, whether that is directly from the UK Government or by the UK's Information Commissioner, or by support by the UK Government or the ICO of any applicable adequacy decision of the European Commission; or,
        • Link Maker has provided appropriate safeguards in relation to the transfer in accordance with the Data Protection Laws.
        The Customer accepts that the Restricted Data will be processed outside the United Kingdom where identified at clause 13.4.6, or as notified to the Customer in writing. Link Maker understands the importance of appropriate international transfers, and takes reasonable steps to ensure such transfers are only to third parties who guarantee the security of personal data which they process on Link Maker's behalf, and where there is an appropriate international transfer mechanism in place for any transfer of personal data.
      6. Enlist a Sub-processor only with the prior permission of the Customer (which may be specific or general permission). The Customer acknowledges that the Services are provided to multiple customers using the same technology platform, and as such Sub-processors may need to change from time to time and can not be changed for a specific customer. The Customer, acting as a Controller, grants a general permission for Link Maker to use sub-processors to provide elements of the Services on behalf of Link Maker. Where the Customer has given a general permission to use certain Sub-processors, Link Maker will provide the Customer with reasonable notice if Link Maker need to change the Sub-processors which Link Maker use from time to time. For information, the following Sub-processors process the Protected Data as part of the Services:
        • Clook Ltd, a subsidiary of Sub6 Ltd who manages Link Maker's server infrastructure.
        • Equinix Ltd, the data centre where the servers reside.
        • Zencoder Ltd, the company responsible for transcoding any videos uploaded to the Link Maker site.
        • Mailgun Technologies Inc, the company used to send application emails to notify users if they have a new message within their account on the Link Maker site. Mailgun Technologies Inc. are based in California state, US and are certified under the EU-US Privacy Shield for transfers of personal data from the EU to the US.
        • Freshmail Ltd, the online site is used to send marketing emails.
        • PCA Predict, used to supply possible addresses for a specific postcode.
        • Sales Force Ltd, CRM systems used to store issues raised with the support helpdesk or information relating to the purchase of an Organisations licence.
      7. Ensure that contracts are in place with all its Sub-processors which reflect the terms required by the GDPR, including terms which are equivalent to those set out in this clause 13.
      8. Provide the Customer with reasonable assistance:
        • using appropriate technical and organisational measures, as far as it is possible, to help the Customer respond to requests from individuals to exercise their data subjects' rights set out in Chapter III of the GDPR (such as subject access requests, the right to erasure, and right to rectification); and,
        • to support the Customer's own compliance with the security obligations under Article 32 of the GDPR, notification of the ICO and individuals in the event of a Personal Data Breach under Articles 33 and 34 of the GDPR, where the Customer is required to conduct a data protection impact assessment under Article 35 of the GDPR, or where the Customer is required to consult the ICO under Article 36 of the GDPR.
        Where Link Maker provides assistance pursuant to clause 13.4.8, usually this is built into Link Maker's processes and systems, however, Link Maker may charge the Customer at its standard rates if the Customer requires assistance that is not reasonable bearing in mind the information available to Link Maker, and the limitations of available technology used by Link Maker to provide the Services. For example, where the level of assistance is excessive, or is based on requirements that are specific to the Customer, rather than standard industry practice (for example, if the Customer requires information in a format that Link Maker does not support).
      9. Upon the Customer's written request, provide reasonable information that the Customer needs to ensure that it and Link Maker are complying with the requirements of Article 28 of the GDPR. Such information, will be limited to audit reports from Link Maker's penetration tests, internal independent audits, and ISO27001 audit. If, following the Customer's review of such information, the Customer considers that an audit or inspection in relation to such obligations is reasonably necessary, this must be agreed in writing with Link Maker. If the Customer's information requests, or audit or inspections, requires unreasonable assistance or excessive amounts of information or use of Link Maker's resources, Link Maker may charge the Customer at its standard rates.
      10. Tell the Customer if the Customer ask Link Maker to do something as part of any such information request, audit or inspection, which infringes Data Protection Law.
      11. Maintain appropriate records of our processing activities.
    5. Duration of the processing:
      1. Link Maker will process the Restricted Data for the duration of the Contract. The Customer acknowledges that Link Maker uses anonymised sets of data derived from the Restricted Data, which it will process during and following the end of this Contract as set out in the Link Maker Privacy Policy.
      2. The Customer may access and export its Restricted Data on the Link Maker site for as long as it is a registered user.
        • At the request of the Customer, case data or any other information uploaded to the Link Maker site, can be deleted at any time. Such data is marked for deletion on request and after 14 days the data is anonymised in accordance with the 'Anonymisation Code of Practice' issued by the ICO. This anonymised data is held by Link Maker for statistical purposes.
        • The Customer may mark any of its own cases as 'inactive'. Link Maker regularly check if cases are being actively used on the Link Maker site. If there has been no activity on a case for 3 months, and no confirmation from the Customer that the case is still active, then the case is marked as 'inactive'.
        • An inactive case is deleted if there has been no activity against the case for 3 years if the Customer has an active licence, or 3 months if the Customer's licence has expired. Data is marked for deletion and after 14 days the data is anonymised in accordance with the 'Anonymisation Code of Practice' issued by the ICO. This anonymised data is held for statistical purposes.
      3. A user record is deleted at the request of the user, or if the user has not logged on for 3 years.
    6. This clause 13 shall survive termination or expiry of the Contract.
  14. Force Majeure
    1. A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
      1. promptly notifies the other of the Force Majeure event and its expected duration; and
      2. uses best endeavours to minimise the effects of that event.
    2. If, due to Force Majeure, a party:
      1. is or shall be unable to perform a material obligation; or
      2. is delayed in or prevented from performing its obligations for a continuous period exceeding 14 days or a total of more than 30 days in any consecutive period of 60 days;
      the parties shall, within 30 days, renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.
  15. Termination
    1. The licence fee payable by the Customer is non-refundable in the event that this Contract is terminated early for any reason.
    2. The Customer may terminate the Free Licence by deleting their data and user accounts in their account page.
    3. Link Maker may terminate the Free Licence, and access to the community support network at any time by notice in writing to the Customer.
    4. Link Maker may terminate the Contract at any time by giving notice in writing to the Customer if:
      1. the Customer commits a material breach of Contract and such breach is not remediable;
      2. the Customer commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach;
      3. the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after Link Maker has given notification that the payment is overdue; or
      4. any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled, or which is necessary for Link Maker to continue providing the Services.
    5. Either party may terminate the Contract at any time by giving notice in writing to the other party if the other party:
      1. stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
      2. is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986;
      3. becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
      4. has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
      5. has a resolution passed for its winding up;
      6. has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
      7. is subject to any events or circumstances analogous to those in clauses 15.3.1 to 15.3.6 in any jurisdiction.
    6. The right of the Customer to terminate the Contract pursuant to clause 15.3 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.
    7. Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the parties at any time up to the date of termination.
  16. Anti-bribery
    1. For the purposes of this clause 16 the expressions 'adequate procedures' and 'associated with' shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
    2. Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
      1. all of that party's personnel;
      2. all others associated with that party; and
      3. all of that party's sub-contractors; involved in performing the Contract so comply.
    3. Without limitation to clause 16.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
    4. Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 16.
  17. Notices
    1. Any notice given by a party under these Conditions shall:
      1. be in writing and in English
      2. be signed by, or on behalf of, the party giving it (except for notices sent by email); and
      3. be sent to the relevant party at the address set out in the Contract
    2. Notices may be given, and are deemed received:
      1. by hand: on receipt of a signature at the time of delivery;
      2. by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
      3. by fax: on receipt of a transmission report from the correct number confirming uninterrupted and error-free transmission; and
      4. by email: on receipt of a delivery receipt email from the correct address.
    3. Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 17.1 and shall be effective:
      1. on the date specified in the notice as being the date of such change; or
      2. if no date is so specified, 5 Business Days after the notice is deemed to be received.
    4. All references to time are to the local time at the place of deemed receipt.
    5. This clause does not apply to notices given in legal proceedings or arbitration.
  18. Further assurance

    Each party shall at the request of the other party, and at that other party's own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

  19. Entire agreement
    1. The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
    2. Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
    3. Nothing in these Conditions purports to limit or exclude any liability for fraud.
  20. Variation

    No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, Link Maker.

  21. Assignment

    The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without Link Maker's prior written consent. If the Customer wishes to allow another organisation to use that Customer's rights to access the Services, or share access, then such access must be agreed with Link Maker in writing.

  22. Set off
    1. Link Maker shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which Link Maker has with the Customer.
    2. The Customer shall pay all sums that it owes to Link Maker under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
  23. No partnership or agency

    The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.

  24. Equitable relief

    The Customer recognises that any breach or threatened breach of the Contract may cause Link Maker irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Link Maker, the Customer acknowledges and agrees that Link Maker is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

  25. Severance
    1. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
    2. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
  26. Waiver
    1. No failure, delay or omission by a party in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
    2. No single or partial exercise of any right, power or remedy provided by law or under the Contract by a party shall prevent any future exercise of it or the exercise of any other right, power or remedy by that party.
    3. A waiver of any term, provision, condition or breach of the Contract by a party shall only be effective if given in writing and signed by that party, and then only in the instance and for the purpose for which it is given.
  27. Third party rights

    A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract, except that Link Maker may enforce on behalf of the Link Maker Personnel any indemnity which expressly refers to the Link Maker Personnel (provided that such rights of those Link Maker Personnel shall not require the parties to obtain the acceptance of those personnel to any amendment to the Contract).

  28. Governing law

    The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

  29. Jurisdiction

    The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).