1 INTERPRETATION
1.1 In these Terms the following words shall have the following meanings:
1.1.1 ‘Company’: Implied Logic Limited;
1.1.2 ‘Confidential Information’: any information relating to, but not limited to,
the business affairs, prospective business, trade secrets, current and future products,
services, technology, customers, market opportunities, IP or finances of a party,
including without limitation price lists, lists of customers and suppliers which
the party regards, or could reasonably be expected to regard, as confidential information;
1.1.3 ‘Contract’: the Proposal accepted by the Customer together with these Terms;
1.1.4 ‘Customer’: shall mean the company, organisation or person to whom the proposal
is addressed;
1.1.5 ‘IP’: means rights in inventions (and for the avoidance of doubt the right
to apply for, prosecute and obtain patent or similar protection throughout the world
in respect of any such inventions), know-how, designs (whether or not capable of
registration), copyright (including rights in computer software), any and all other
intellectual property rights, all such rights having equivalent or similar effect
as the foregoing anywhere in the world and the right to claim damages and any other
relief for past infringements of the same;
1.1.6 ‘Proposal’: means the proposal for the supply of services by the Company to
the Customer attached to these Terms or with which these terms were delivered;
1.1.7 ‘Services’: the services agreed in the Proposal to be supplied by the Company
to the Customer (including any part or parts of them).
2 AGREEMENT
2.1 The Contract will be on these Terms to the exclusion of all other terms and
conditions (including any terms or conditions which the Customer purports to apply
under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed upon, delivered with or contained in the Customer’s
purchase order, confirmation of order, specification or other document will form
part of the Contract simply as a result of such document being referred to in the
Contract.
2.3 Each order for Services from the Customer to the Company shall be deemed to
be an offer by the Customer to purchase Services subject to these Terms.
2.4 No order placed by the Customer shall be deemed to be accepted by the Company
until a written acknowledgement of order is issued by the Company, the Company has
received an unqualified written acknowledgement of confirmation on the Company's
standard confirmation form or (if earlier) the Company commences performance of
the Services.
2.5 Any Proposal is valid for a period of 30 days only from its date, provided that
the Company has not previously withdrawn it.
3 COMPANY'S OBLIGATIONS
3.1 The Company will perform the Services with reasonable care, skill and diligence.
3.2 The Company warrants that the personnel used or employed to provide the Services
will be properly experienced and qualified.
3.3 The Company shall employ the methods, procedures, techniques, personnel and
sources of information set out in the Proposal but may vary these at its discretion
to achieve the objectives of the Proposal.
3.4 The Company will take all reasonable steps to ensure that its personnel are
able to travel wherever is necessary for the performance of the Services. If, however,
the UK Foreign and Commonwealth Office (or equivalent national body) issues advice
against travel to a specified country or region the Company reserves the right to
make alternative arrangements to perform the Services without travel to that country
or region. The Company shall not be in breach of the Contract for so doing. If performance
of the Services is rendered wholly or substantially impossible for the reasons set
out in this clause 3.4, clause 12 of the Contract shall apply.
4 CUSTOMER'S OBLIGATIONS
4.1 The Customer will, at its own expense take all steps including without limitation,
providing the facilities, materials, software, equipment, information and other
resources to enable the Company to:
4.1.1 commence performance of the Services no later than 30 days after acceptance
of the Proposal;
4.1.2 perform its obligations under the Contract.
4.2 The Customer will co-operate in good faith with the Company throughout the provision
of the Services including without limitation making personnel available to assist
the Company when reasonably requested and procuring that any other contractors engaged
by the Customer co-operate with the Company at all relevant times.
4.3 During the performance of the Services the Customer will promptly provide all
reasonable assistance required by the Company to perform the Services.
4.4 In the event of the Customer being in breach of its obligations under clauses
4.1, 4.2 and 4.3, the Customer shall grant the Company such extension of time as
is reasonable and pay to the Company reasonable costs in respect of such breach.
5 PAYMENT
5.1 In consideration of the provision of the Services, the Customer will pay to
the Company the fees set out in the Proposal. Unless otherwise stated in the Proposal,
fees shall accrue on a daily basis.
5.2 Unless otherwise stated in the Proposal, fees are exclusive of VAT and payable
within 30 days of the date of the invoice.
5.3 Unless otherwise stated in the Proposal, the Company will render monthly invoices
to the Customer in respect of the fees referred to above
5.4 The Customer will be responsible for all out-of-pocket expenses incurred by
the Company in the performance of the Services at the rates detailed in the Proposal.
5.5 The Customer will pay interest on all fees, costs and charges that remain unpaid
after 30 days from the date of the invoice.
5.6 All payments shall be made without any deduction or withholding, whether by
way of set-off, counterclaim, abatement or otherwise.
5.7 Where any expense is paid by the Company in a currency other than Pounds Sterling
("GBP") it shall (unless otherwise stated in the Proposal) be reimbursed in GBP
calculated at the rate of exchange prevailing at the date when the expenses were
incurred by the Company.
6 CONFIDENTIALITY
6.1 The Customer agrees not to copy, publish (in whole or in part) or disseminate
the Proposal or any report, survey or other documents produced or commissioned by
the Company, on behalf of the Customer, in the performance of the Services to any
third party without the prior written consent of the Company, such consent not to
be unreasonably withheld.
6.2 The Company agrees to maintain secret and confidential all reports, surveys
and other documents produced or commissioned by the Company, on behalf of the Customer,
in the performance of the Services ("Deliverables") and it will not show or pass
Deliverables to any third party without the prior written consent of the Customer,
such consent not to be unreasonably withheld. For the avoidance of doubt the Company
shall be free to use any of the Company's Background IP or Foreground IP for its
business purposes.
7 INTELLECTUAL PROPERTY
7.1 IP and rights to IP owned by either party at the date of the Contract ("Background
IP") shall remain the property of that party.
7.2 The Customer grants the Company a royalty free, non-exclusive, non-transferable
licence to use the Customer's Background IP as required to allow the Company to
perform the Services.
7.3 IP created or developed by the Company in the course of providing the Services
("Foreground IP") will be owned by the Company.
7.4 Upon completion of the Services and on receipt of payment in full by the Customer,
the Company will grant the Customer a non-exclusive, royalty free, non-transferable
licence to use any Foreground IP and the Company's Background IP as required to
allow the Customer to use the deliverables produced by the Company for the purposes
set out in the Proposal.
7.5 The licence granted in clause 7.4 will be terminable in the event that the Customer
uses Foreground IP or the Company's Background IP for any purpose other than set
out in the Proposal.
8 LIMITATION AND EXCLUSIONS
8.1 Nothing in these Terms shall exclude or in any way limit the Company’s liability
for fraud or for death or personal injury caused by its negligence, or any other
liability to the extent such liability may not be excluded or limited as a matter
of law.
8.2 Subject to clause 8.1
8.2.1 the Company shall not be liable for any loss of actual or anticipated income
or profits, loss of contracts or for any special, indirect or consequential loss
or damage of any kind howsoever arising and whether caused by tort (including negligence),
breach of contract or otherwise, whether or not such loss or damage is foreseeable,
foreseen or known;
8.2.2 the Company’s maximum aggregate liability to the Customer under or in connection
with the Contract whether such claim arises in contract or in tort (including negligence),
or otherwise shall in no circumstances exceed the amount payable to the Company
as set out in the Proposal;
8.2.3 the Company shall not be liable for any delay or failure to perform its obligations
under the Contract as a result of inaccurate or incomplete information provided
by the Customer.
8.3 These Terms state the full extent of the Company’s obligations and liabilities
in respect of the performance of the Services. The parties agree that any condition,
warranty, representation or other term concerning the performance of the Services
which might otherwise be implied into or incorporated in this Contract, whether
by statute, common law or otherwise, is excluded to the maximum extent permitted
by law.
9 TERMINATION
9.1 Either party may terminate the Contract at any time on giving 30 days written
notice to the other party.
9.2 Either party may terminate the Contract immediately by written notice in the
event that the other party commits a material breach of the Contract and has failed
to remedy that breach within 30 days of the other party identifying the breach to
that party.
9.3 Either party may terminate the Contract immediately by written notice in the
event that the other party becomes insolvent or commits an act of bankruptcy, or
enters into any arrangement with its creditors or goes, or is put into liquidation
(other than solely for purposes of reconstruction whilst solvent), or if a receiver
is appointed over any part of its business.
9.4 Upon termination of the Contract for any reason all sums owing to the Company
shall become immediately payable.
9.5 If the Company terminates the Contract in accordance with clauses 9.2 or 9.3,
the Customer shall immediately pay all fees and expenses then owing to the Company
(including all the expenses of, caused by, or arising out of such termination) together
with a sum equal to the fees remaining to be paid under the Contract.
9.6 The termination of this Contract howsoever arising is without prejudice to the
rights, duties and liabilities of either party accrued prior to termination.
9.7 Clauses 6, 7, 8, 9, 10, 12 and 13 shall survive termination of the Contract.
10 PERSONNEL
10.1 During the term of and for six months after termination of the Contract, the
Customer shall not, without the written consent of the Company, solicit or entice
(either directly or indirectly) or attempt to solicit or entice (or authorise the
taking of such action by any other person) any person who is employed by the Company
or has been employed by the Company during the preceding six months, and who has
been involved with the Services under this Contract, to terminate their employment
with the Company.
10.2 If the Company consents to a member of the Company’s staff joining the Customer
pursuant to Clause 10.1, the Company may charge a fee in consideration for such
consent. Such fee shall be equivalent to 50% of the annual salary that shall be
paid by the Customer to that employee and shall be payable immediately upon presentation
of an invoice by the Company.
11 ASSIGNMENT AND SUBCONTRACTING
11.1 The Customer shall not assign or transfer its rights under this Contract without
the prior written agreement of the Company.
11.2 The Company may sub-contract any of its rights or duties under the Contract.
The Company will endeavour to use sub-contractors detailed in the Proposal or reasonably
requested by the Customer, however, the selection of sub-contractors shall be at
the Company's sole discretion.
12 FORCE MAJEURE
12.1 The Company shall not be liable for any failure or delay in performing its
obligations under the Contract which is beyond its reasonable control, provided
it has given written notice of such delay to the Customer.
12.2 Where possible in the conditions prevailing at the time, within a period of
one month from the date of such notice the Company and Customer shall meet to agree
steps to alleviate any failure or delay in performance.
12.3 After one month from the date of such notice the Company may terminate the
Contract and the Customer shall pay all fees and expenses then owing to the Company
(including all the expenses of, caused by or arising out of such termination).
13 GENERAL
13.1 The parties do not intend that this Contract should confer any right or benefit
on any third party.
13.2 Any delay by the Company in exercising any of its rights under this Contract
will not constitute a waiver of such rights.
13.3 If any provision of this Contract is prohibited by law or judged by a court
to be unlawful, void or unenforceable, the provision shall, to the extent required,
be severed from this Contract.
13.4 Should any statement in the Proposal contradict any clause of these Terms,
the statement in the Proposal shall take precedence over these Terms with the exception
of clauses 2.1, 2.2, 2.3, 2.4, 8, 9, 10, 11, 12 and 13 of these Terms, which shall
prevail.
13.5 The Contract contains the entire agreement between the parties with respect
to the Services and may not be modified except by an instrument in writing signed
by the duly authorised representatives of the parties.
13.6 This Contract will be governed by and interpreted in accordance with the law
of England and Wales.
13.7 The parties to this Contract submit to the exclusive jurisdiction of the English
Courts in relation to any claim, dispute or matter arising out of or relating to
this Contract.