1. Definitions
The Contract contains the following defined terms:
“The Company” means the party named as the Company in the form of the Agreement;
“Service Provider” means the party named as the Service Provider in the Form of Agreement;
“Contract” means the contract between the Company and the Service Provider comprising the Form of Agreement signed on behalf of the Company and the Service Provider, these Terms & Conditions and the numbered Schedules;
“Contract Price” means the fees and expenses payable by the Company to the Service Provider for the Services in accord a nee with the Contract;
“Intellectual Property” means all and any rights and interests in registered or unregistered trade marks, patents, designs, or applications for any of the foregoing, copy right, unregistered designs, inventions, applications, know-how, formulae, processes, software programmes or other intellectual property (in whatsoever form including written or electronic form).
“Services” means the services to be provided by the Service Provider as referred to in Schedule 1 (as amended in accordance with the Contract);
2. Scope of Contract
2.1 The Service Provider shall carry out the Services in accordance with the contract.
2.2 In consideration of the Service Provider performing the Services, the Company shall pay the Service Provider the Contract Price in accordance with the Contract.
3. Service Provider’s General Obligations
3.1 The Service Provider shall carry out and complete the Services in good time and to the reasonable satisfaction of the Company.
3,2 In providing the Services the Service Provider shall comply with all reasonable directions given by the Company or its duly authorised representative.
3.3 In performing its obligations under the Contract the Service Provider shall be entitled to represent itself to third parties as acting as agent for and on behalf of the Company and shall accordingly incur no personal responsibility to any such third party.
4. Personnel
4.1 The Service Provider shall ensure that its personnel engaged in carrying out the Services are suitably qualified, experienced and competent to perform the tasks entrusted to them.
4.2 The Service Provider shall designate an individual as its representative and principal point of contact for the purposes of the Contract The name of the first representative is in Schedule 1.
5. Variations
5.1 No variation (or deemed variation) shall be made to the Contract without the consent of each of the parties hereto.
6. Price and Payment
6.1 The Contract Price shall be payable in accordance with the provisions set out in Schedule 2.
6.2 The date for payment of each invoice becoming due shall be 30 days after the date of the invoice.
6.3 The Contract Price is exclusive of VAT and, when applicable, VAT will be included in the Service Provider’s invoices and paid by the Company.
7. Termination
7.1 Either the Company or the Service Provider may terminate the Contract at any time.
7.2 The Company may terminate the Contract at any time by giving written notice to the Service Provider if the Service Provider is in breach of any of its obligations under the Contract and, in the case of a breach capable of remedy, fails to remedy the breach within 21 days of being required to do so in writing from the Company.
7.3 The Service Provider may terminate the Contract if the Company fails to make any payment properly due under the Contract within 90 days of the due date for payment and may also terminate the Contract at any time if the Company is in breach of any of its obligations under the Contract and shall fail to remedy such breach within 21 days of being required to do so in writing given by the Service Provider.
7.4 Either party may terminate the Contract if the other party becomes insolvent or goes into liquidation (except for purposes of reconstruction while solvent) or becomes unable to pay its debts or has a receiver appointed over any of its business or any comparable action is taken in relation to the Company or the Service Provider in any jurisdiction.
7.5 Upon termination the Service Provider shall be entitled to be paid for all services rendered up to the termination date.
7.6 Termination shall be without prejudice to the other rights and remedies of the parties.
8. Intellectual Property
8.1 The Intellectual Property in the documents, designs, applications, data and software provided by the Company shall remain the sole property of the Company and the Service Provider shall have a licence to use the same solely for the purposes oft he Services while the Contract continues. The Service Provider acknowledges that this provision also applies to the Intellectual Property in material of the Company’s clients and other third parties which is supplied by the Company in connection with the Contract.
8.2 The Intellectual Property in all designs, documents, software and data as amended, generated or developed by the Service Provider for the Company shall belong exclusively to the Service Provider. The Service Provider shall not use or permit the use of such Intellectual Property for its own or any third party purposes without the prior written consent of the Company.
8.3 Intellectual Property owned by the Service Provider at the date of the Contract and used in relation to the Services shall continue to be the sole property of the Service Provider.
8.4 The Service Provider shall promptly notify the Company of any alleged infringement of the Company’s Intellectual Property (or that of any client of the Company) of which it becomes aware and shall take such steps at the Company’s expense as the Company may reasonably require to rectify the situation.
8.5 The Service Provider shall be responsible for ensuring that no action of the Service Provider in providing the Services constitute as an infringement of any third party intellectual property rights or breach of any licence, and the Service Provider shall indemnify the Company against all claims, costs, losses and liabilities a rising directly or indirectly as a result of any act, omission or default of the Service Provider, its employees or agents.
9. Confidentiality and Publicity
9.1 The Service Provider must ensure that all information and documents provided to the Service Provider in connection with the Contract or the operations of the Company (including documentation prepared by the Service Provider) will not without the Company’s prior written consent be communicated or released to any third party.
9.2 All documents, data and information made available to the Service Provider by the Company shall only be used by the Service Provider for the purposes of the Services and they shall not be communicated to its officers or employees or any third party except insofar as may be necessary for the proper execution of the Services.
9.3 The Service Provider shall not make public or issue any press release or information relating to the Contract or the Services without the prior written consent of the Company which consent shall not be unreasonable witheld.
10. Assignment
The Service Provider shall not assign any of its interest under the Contract other than to any wholly owned subsidiary company of the Service Provider without the prior written consent of the Company which may be withheld without any reason being given.11. Disputes & Governing Law
11.1 The parties will endeavour to settle any dispute that arises by direct negotiation between their managing directors or similar senior executives but if direct negotiation does not result in a resolution of the dispute, either Party may require that it be referred to an arbitrator whose decision will final and binding.
11.2 The Contract shall be governed by and interpreted in accordance with English law.
12. Notices
12.1 Any notice under the Contract shall be delivered by hand, by facsimile, or by recorded delivery ma ii to the other party.
12.2 Notice delivered by mail shall be treated as delivered 2 (two) working days after posting. Notice delivered by hand or by facsimile, shall be treated as delivered on the day of delivery unless this is after the normal working hours of the recipient in which case delivery shall be treated as occurring on the next working day.
12.3 The address of each party for service of notices is the address shown in Schedule 1 unless this is changed by notice given under this clause.
12.4 Day-to-day communications may be made by e-mail but any notice referred to in the Contract, if sent initially by e-mail, must be confirmed by hand delivery, facsimile or recorded delivery mail as set out in Clause 13.1 and 13.2.
13. General
13.1 Entire Agreement - The Contract constitutes the entire agreement between the parties in respect of its subject matter and supersedes all previous agreements, understandings and negotiations between them.
13.2 Non-Waiver - No waiver by the Company of any breach of contract by the Service Provider shall be considered as a waiver of any subsequent breach.
13.3 Validity- If any provision of the Contract becomes void or unenforceable, it shall not affect the validity of the other provisions oft he Contract. The parties shall replace the part affected with one expressing similar legal and economic intent, insofar as possible.