Terms and Conditions

General

These General terms and conditions shall apply to the provision of Products & Services by the Company.

Assignment and Terms of Reference

1. The Company will perform the Services agreed in the Statements of Work in accordance with its contracts.  For the avoidance of doubt the Company is under no obligation to perform Services to the Client.
2. Company may, at its discretion, substitute or make use of any of its consultants, staff or sub-contractors to perform any of the tasks in the Services, providing that the consultants staff or sub-contractors have the required skills, experience, good character and qualifications to undertake the tasks and are willing to agree to be bound by the same obligations to those of the Company under this Agreement.
3. The Company’s performance is subject to the Client’s cooperation with Company in the performance by Company of the Services and the Client’s support, facilities and information and access to individuals within Client organisation as may be reasonably required.
4. The Company is an independent contractor and nothing in any agreement shall render Company or its workers an employee, agent or partner of Client.

Charges and Payments

1. All sums due from Client which have been validly invoiced, and which are not paid on the due date (without prejudice to any other rights of Company under these terms) shall bear interest from day to day from the date due until paid in full at the same annual rate as is prescribed from time to time pursuant to section 6 of the Late Payment of Commercial Debts (Interest) Act 1998.

1. During any period in which payments from Client are overdue other than by reason of a bona fide dispute in relation to such payment, the obligations of Company may be suspended.

Confidentiality

1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 15.
2. Each party may disclose the other party’s confidential information:

1. to its employees, officers, representatives, contractors, subcontractors or advisors who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall take all reasonable steps to ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with clause 14; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

1. No party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

Intellectual Property

1. Each party undertakes not to cause or permit anything which may damage or endanger the Intellectual Property Rights of the other party or the other party’s title to it or assist or allow others to do so.
2. All Intellectual Property Rights including without limitation copyright which are capable of existing in any documents, computer software or information or (without limit) other materials utilised by Company in performing the Services and which Company can demonstrate were owned by Company prior to the commencement of this Agreement (“Company IP”) shall be and remain Company’s property.
3. To the extent that Client requires the use of such Company IP as part and/or in order to perform the Services, Company hereby grants to Client a perpetual, non-exclusive, unrestricted and royalty free licence to use the same. The Client hereby grants the Company a perpetual, non-exclusive, unrestricted and royalty free licence. to use the Client’s Intellectual Property Rights.
4. Neither the Company nor the Client shall sub licence assign or otherwise transfer the rights granted in clause 19.
5. Company will assist in the preparation of and sign and execute all necessary documents, or do any other act or thing required of it by Client whether during the Term or after this Agreement has terminated, provided that Company shall be reimbursed by Client for expenses reasonably and directly incurred by Company in complying with any such request for the purposes of securing the rights referred to in this Clause anywhere in the world.

Title and Risk

1. Risk of loss or damage in respect of any tangible item shall pass to the Client on delivery or collection of the item by the Client or his agent. The legal and beneficial ownership of Products and/or associated material supplied as part of Products and/or Services shall remain with the Company until payment in full in respect of all such Products and associated material supplied as part of Products and/or Services has been received by the Company in accordance with the terms of the Agreement.

Until such payment is received in full the Company may without prejudice to any of its rights recover or resell any of the Products and/or associated material and may enter upon the Client’s premises by its servants or agents for that purpose.

Where a licence shall be granted by a Supplier and/or the Company to the Client then the Client shall not have the benefit of the licence until payment in full has been received by the Company or a finance agreement is in place and agreed.

Proprietary Rights

1. Unless otherwise specified in the Agreement, copyright and all other proprietary rights in the Products.

and associated documentation and any documentation supplied in respect of the Services and all parts and copies thereof shall remain vested in the Company or, for third party Products, in the Supplier.

In respect of software where the proprietary rights are vested in the Company only a non-exclusive, non-transferable licence for the purpose for which the software has been made available to the Client is deemed to be granted by the Company and only then on condition that the Client fulfils all their relevant obligations arising out of the Agreement.

Data Protection

1. The Parties will comply with all requirements of the Data Protection legislation, as it applies to personal data, in force from time to time in the United Kingdom.

Limitation of liability and Insurance

1. References to liability in this clause 25 (Limitation of liability) include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
3. Nothing in these clauses 25- 31 shall limit the Client’s payment obligations under this agreement.
4. Nothing in this agreement limits any liability which cannot legally be limited, including but not limited to liability for:

1. death or personal injury caused by negligence.
2. fraud or fraudulent misrepresentation; and
3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

1. Subject to clause 26 (no limitations in respect of deliberate default) and clause 28 (liabilities which cannot legally be limited), the Company’s total liability to the Client:

1. for damage to property caused by the negligence of its employees and agents in connection with this agreement shall not exceed the contract price for any one event or series of connected events;
2. for all other loss or damage which does not fall within subclause (a) shall not exceed the contract price.

1. Subject to clause 26 (No limitations in respect of deliberate default), clause 27 (No limitation on the Client’s payment obligations), and clause 28 (Liabilities which cannot legally be limited), this clause specifies by way of example only the types of losses that are excluded:

1. loss of profits;
2. loss of sales or business;

1. loss of agreements or contracts;
2. loss of anticipated savings;
3. loss of use or corruption of software, data or information;
4. loss of or damage to goodwill; and
5. indirect or consequential loss.

1. Unless either Party notifies the other that it intends to make a claim in respect of an event within the notice period, the other Party shall have no liability for that event. The notice period for an event shall start on the day on which the Party became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

        Termination by notice

1. Either party may terminate this agreement at any time upon 6 months’ written notice to the other.
2. In the event of a Change of Control of either party the notice period in clause 30 is reduced to one month.

       Termination for breach, insolvency or illness

1. In the event of any of the following the non-defaulting party will have the right to terminate this Agreement with immediate effect and without notice to the other and the defaulting party shall not have any claim for damages or otherwise against the terminating party in respect of such termination
   1. Breach by the other party of its confidentiality or data privacy obligations.
   2. Failure by the other party to remedy any non-performance or other breach of its obligations hereunder within a reasonable time not exceeding fourteen days following written notice from the non-defaulting party which: refers to this clause; specifies the breach with full particulars; indicates how the breach is to be remedied and specifies time for remedy.
   3. The levying of distress or execution against the other party or the making by it of any composition or arrangement with creditors or the presentation of a petition for other party’s liquidation or bankruptcy or administration or the appointment of a receiver over any part of the other party’s assets.
   4. The doing or permitting of any act by which either party’s Intellectual Property Rights may be prejudiced or put in jeopardy.
   5. Any serious or persistent breach by either party of its obligations hereunder.
   6. The committing of an offence by the other party under any UK or foreign law that constitutes a “UK tax evasion offence” or a “UK tax evasion facilitation offence” within the definitions in section 45 of the Criminal Finances Act 2017 or a “foreign tax evasion offence” or a “foreign tax evasion facilitation offence” within the definitions in section 46 of the Criminal Finances Act 2017.
   7. The committing of any act which constitutes an offence under the Bribery Act 2010 or otherwise breaches either party’s Code of Conduct.
   8. The other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

        Effect of termination

1. In the event of this Agreement being terminated whether at the end of the Term or notice under paragraphs 32-34, or breach by Client, Client shall immediately pay to Company any sums validly invoiced, due and undisputed under this Agreement.
2. Company shall upon the termination of the Services immediately deliver up to Client all correspondence, documents, specifications, papers, magnetic disks or tapes or other software storage media and property belonging to Client which may be in Company’s  possession or under Company’s control (including such as may have been made or prepared by Company or its Consultant  leave in or have come into the possession or under the control of Company and relate in any way to the business or affairs of Client or its Client, supplier, agent, distributor). Company shall not retain any copies of those materials without the written consent of Client.
3. On termination of this agreement all existing SOWs shall terminate automatically.
4. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
5. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

        Force Majeure

1. Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; and any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);and non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and interruption or failure of utility service.
2. Provided it has complied with clause 43 if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
3. The corresponding obligations of the other party will be suspended, and it’s time for performance of such obligations extended, to the same extent as those of the Affected Party.
4. The Affected Party shall as soon as reasonably practicable after the start of the Force Majeure Event but no later than 7 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement and use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
5. If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 30 days, the party not affected by the Force Majeure Event may terminate this agreement by giving 30 days’ written notice to the Affected Party.

Alterations

1. The Client undertakes not to alter or modify the whole or any part of the Licensed Program Materials in any way whatsoever, nor to permit the whole or any part of the Licensed Programs to be combined with, or become incorporated in, any other programs.

Security and Control

1. The Client shall during the continuance of the Licence
   1. effect and maintain adequate security measures to safeguard the Licensed Program Materials from access or use by any unauthorised person;
   2. retain the Licensed Program Materials and all copies thereof under the Client’s effective control;
   3. maintain a full and accurate record of the Client’s copying and disclosure of the Licensed Program Materials and shall produce such record to the Company on request from time to time;
   4. comply with all reasonable instructions of the Company with regard to the use of the Licensed Program Materials, including, without limitation, the implementation of upgrades to the Licensed Programs, third party software, specified operating system and computer hardware which the Licensor may provide from time to time.

Variation

1. No variation of any agreement or oral promise or commitment related to it shall be valid unless made in writing and signed by both parties.

Miscellaneous

1. No representations. Company shall not make any representations, agreements or commitments on behalf of Client.
2. Warranty    Each of the parties warrants its power to enter into this Agreement and has obtained all necessary approvals to do so.
3. Notices    Any notice to be served on either of the parties by the other shall be sent by pre-paid recorded delivery or registered post to the address of the relevant party shown at the head of this agreement. Any notice shall be deemed to have been received:

1. if delivered by hand, at the time the notice is left at the proper address;
2. if sent by pre-paid recorded delivery or registered post, at the time of signature recorded by the receiving party;
3. This clause does not apply to the service of any proceedings or any documents in any legal action or where applicable any other method of dispute resolution.

1. Joint and Several  All agreements on the part of either of the parties which comprise more than one person or entity shall be joint and several.
2. Governing law and jurisdiction

1. 1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
   2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with his agreement or its subject matter or formation

1. Exclusion of third-party rights The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the parties to this Agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.
2. Waiver. Failure by either party to enforce at any time or for any period of time any one or more of the terms and conditions of this agreement shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this Agreement.
3. No partnership or agency Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
4. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
5. Set-off  The Client shall not be entitled to withhold payment of any sum otherwise payable to the Company by reason of any claim, set-off or for damages in relation hereto.
6. Health, Safety, Security and other Client Policies and Procedures. To the extent that Company performs any of the Services at the premises of Client, Company shall comply with, and shall procure that its staff shall comply with, all health, safety and security rules of Client, as appropriate, from time to time in force.