Legal

Terms of business for services

Whenever you purchase training or consulting via the online store, the work will be subject to our general terms of business.

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.

Terms and conditions
The nature of our mutual obligations when using the online store

All purchases made on this website are processed by trusted third parties. We do not process or store any of your financial details.

Read more

© Implied Logic Limited