For the purposes of our Terms and Conditions, the capitalised terms shall have the meanings set forth below:
‘‘Acceptance Criteria’’ means those criteria as set out in our Master Services Agreement.
"Acuity Personnel" means all employees, staff, other workers, agents and consultants, of Acuity and/or any sub-contractor who are engaged in the provision of the Services and/or Deliverables, from time to time.
‘‘the Agreement’’ means this Master Services Agreement together with any related Statements of Work entered into by the Parties.
“Client Data” shall mean any data and/or information provided to Acuity by our client or its employees or created by or generated by use of the Services.
“Approved Third Parties” shall mean consultants, partners, representatives, subcontractors and other individuals and entities not employed by or affiliated to Acuity who are authorised by our client to provide any part of the Services on behalf of Acuity.
“Associated Persons” shall mean all employees, directors or Approved Third Parties acting for or on behalf of Acuity.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England & Wales when the banks in London are open for business.
“Commencement Date” means the date set out in a Statement of Work.
“Confidential Information” shall mean information in any form of medium, whether disclosed orally or in writing in our Master Services Agreement (together with any reproductions of such information) including (but not limited to) information relating to the business affairs, personnel, finances, systems, processes, methods of operation, plans, products, developments, trade secrets, know how, clients or suppliers of the disclosing party or any member of its group or any details defined in our Master Services Agreement, Personal Data, client Data or any other information that is proprietary or confidential and is labelled or identified as such.
‘‘Control’’ shall be defined in accordance with section 1124 of the Corporation Tax Act 2010, and the expression ‘Change of Control’ shall be construed accordingly.
"Deliverables" means the outcomes of the Services and/or any products, documents and/or materials provided by Acuity to our client as specified in a relevant Statement of Work.
“DPA” shall mean the Data Protection Act 1998.
"Effective Date" means the date of signature of our Master Services Agreement.
“Fees” shall mean the fees payable by our client to Acuity for the use of the Services and/or Deliverables as specified in a relevant Statement of Work.
‘’Holding Company’’ or a ‘Subsidiary’ means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
‘‘Key Personnel’’ shall mean Charles Critchley, Naushad Saboor and Stephen Hall and any individuals identified as Key Personnel in a Statement of Work or any replacement individuals appointed by Acuity.
‘‘Milestones’’ shall mean the Services and/or Deliverables as defined in the relevant Statement of Work.
“Personal Data” shall have the meaning set out in s.1 (1) of the DPA.
“Services” shall mean the services and Deliverables to be provided by Acuity to our client as set out in a Statement of Work and includes any services which are incidental or ancillary to the Services, Deliverables or other outcomes.
“Statement of Work” means an agreed statement of work in the form or substantially in the form set out in Schedule 1 (Statement of Work Template).
“Term” shall mean the term of the Agreement.
“Third Party Products” means computer hardware, computer software, digital and hardcopy files, photos, music, video, and all other technology, creative work, or other materials owned, licensed or distributed by third parties (including suppliers of Acuity).