Terms of service

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, Letter Swap 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, or using Letter Swap.
   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.

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 (electronically or in printed format) 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 adopted into English law under the European Union (Withdrawl) Act 2018, and is supported by the data Protection Act 2018;
   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;
   Letter Swap	means Link Maker Letter Swap service which facilitates the exchange of communications between adopted or fostered children and their birth parents as described in more detail here;
   Link Maker	means Link Maker Systems Limited registered number 08472919 with its registered office at 159 High Street, Barnet, Herts, EN5 5SU. 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, the Full Licence and the Letter Swap 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, see a summary of our services;
   Terms of Usage	has the meaning given at clause 1.2, which is the suite of documents comprised of the User Terms, the Letter Swap 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.

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.

1. Certain users will have access to different levels of content (including more sensitive personal content (sensitive content)), or access to diggerent types of Services, depending upon the level of subscription and the level of permission ordered by the Customer. For more information see our license page.
2. Link Maker Adoption and Commissioning Services
   1. 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.
   2. 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.
   3. 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.
   4. In addition to the general licence at clause 4.2.2 and 4.2.3, 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.
3. Link Maker's Letter Swap Licence
   1. Where the Customer subscribes to Letter Swap (as summarised here 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 Letter Swap 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 Letter Swap 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. 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 or chares via the Services (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 making such content and sensitive content available to users 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.
5. Link Maker accepts no liability or responsibility for any misuse of any content or sensitive content licensed for access and use as described.
6. 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.

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, or sent via any Services, 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 in clause 5.1 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).

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 sites or the Services, and to use such information, in relation to Link Maker's adoption and commissioning services, and the Link Maker community support network.

1. The price for the Services shall be as set out in the applicable Invoice or order confirmation (the Price). If the Customer has selected a multiple year licence (whether on the order confirmation, or otherwise), the Price for the relevant licence is the aggregate for the Initial Period.
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.

1. Link Maker usually invoices the Customer for the Services prior to Customer's access or use of the Services. If the Customer has selected a multiple year licence (whether on the order confirmation, or otherwise), prior to the end of each year of such licence Link Maker will issue an invoice for the Price payable for the relevant subsequent year.
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.

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.

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 sites and our Services, 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","Link Maker Systems" or "Letter Swap".
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.

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 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.
   1. In relation to Services provided pursuant to the Free Licence, the Support Licence or the Full Licence, 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.
   2. In relation to Services provided pursuant to the Letter Swap Licence, shall not exceed the greater of (i) £5,000, or (ii) where the Customer has subscribed for the Letter Swap Licence, the sum which is 100% of the Price paid for Letter Swap pursuant to this Contract during the Subscription Period in which the relevant default occurred.
3. Subject to clause 11.5, 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. The content of any communications exchanged by users of Letter Swap or exchanged as a result of using Letter Swap;
   5. unavailability of the Link Maker site or the information it contains;
   6. use of or reliance on any content displayed on the Link Maker site or provided by Link Maker as part of the Services.
   7. loss of profit; sales, business, or revenue;
   8. business interruption
   9. loss of savings, discount or rebate (whether actual or anticipated);
   10. loss of opportunity;
   11. harm to reputation or loss of goodwill; or
   12. 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.

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
   5. 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.

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, and communications exchanged via Letter Swap. 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, or using Letter Swap. 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 adoption 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 Protected 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 cannot 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:
      • Rackspace Ltd, who manages Link Maker's server infrastructure, and are based in the UK.
      • Amazon Web Services EMEA SARL, the owners of the UK data centre where the servers reside.
      • Amazon Web Services EMEA SARL, AWS Elemental Media Convert is the tool used for transcoding any videos uploaded to the Link Maker site. Video transcoding service is located in the UK.
      • 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. The data is processed by Mailgun in EU data centres. The only personal data processed by Mailgun is the email address of users, all other content of the email is made anonymous
      • Twilio Ireland ltd, used to stream video and audio data within video conferencing functionality. Users of the video conferencing facility will create an encrypted connection with Twilio’s media servers in Ireland directly from their device, and all media is transported through this secure connection.
      • 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 asks 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 Protected 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. For the Adoption and Commissioning Services: The Customer may access and export its Protected 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 no longer available in the application. Fourteen days after 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'.
      • For Customer's with an active licence, an inactive case is deleted if there has been no activity against the case for 3 years (or the Customer's selected data retention period if different). If the Customer licence has expired, inactive cases are deleted after 3 months. Inactive cases are marked for deletion and no longer available in the application. Fourteen days after 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.
   3. For the Letter Swap: The Customer may access and export its Protected Data on the Letter Swap 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 Letter Swap site, can be deleted at any time. Such data is marked for deletion on request and is no longer available in the application. Fourteen days after the data is deleted. Registered users of Letter Swap who have access to communication data within that case will be notified via email and have 14 days to download any information.
      • b) Case is deleted 3 months after the Customer’s licence has expired. Cases are marked for deletion and no longer available in the application. Fourteen days after the data is deleted. Registered users of Letter Swap who have access to communication data within that case will be notified via email and have 14 days to download any information.
   4. 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.

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.

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 15.5.1 to 15.5.6 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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).

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.

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).