Standard terms
In these Terms, unless the context otherwise requires, the following expressions have the following meanings:
"the Consultant" means Hamlet IT (UK) Limited (incorporated in England under registered number 3820829) of the White House, 2 Meadrow, Godalming, Surrey GU7 3HN England;"the Customer" means the organisation that has agreed to engage the Consultant to provide its services;
"the Materials" means any and all original works of authorship and materials developed in the course of providing the Services by the Consultant, including designs, software, reports, studies, data, diagrams, charts and specifications but excluding ordinary correspondence passing between the Consultant and the Customer.;
"the Services" means the services to be provided by the Consultant.
The Customer agrees to engage the Consultant to provide the Services and the Consultant agrees to provide these subject to these Terms and any accompanying Contract Details.
The Consultant Shall:
3.1 provide the Services;
3.2 make itself available to the Customer at such times and at such locations as the Customer shall reasonably require from time to time;
3.3 perform the Services with reasonable care and skill and in a professional manner and devote to the provision of the Services such of its time and attention as may be necessary for the proper performance of the Services.
The Customer shall:
4.1 make available to the Consultant's staff engaged to provide the Services working space and all other resources necessary for their work under these Terms;
4.2 ensure that its employees co-operate fully with the Consultant and its staff in relation to the provision of the Services;
4.3 give the Consultant such information and documents as it may reasonably request for the proper performance of its obligations under these Terms;
4.4 ensure that it has in place at all times valid and adequate licenses (and, where relevant, support agreements) for all software that the consultant may need to operate or advise on in the course of providing the Services;
4.5 make all relevant back-ups before the start of the Services and at appropriate intervals later;and
4.6 where the Consultant is providing Services relating to back-up systems or procedures (and subject to the consultant providing relevant advice and assistance), take responsibility for carrying out tests of such back-up systems and procedures to ensure their efficacy.
5.1 Subject to the Customer making full and prompt payment of all sums that become due to the Consultant under these Terms, the Consultant assigns to the Customer all property, copyright and other intellectual property rights in the Materials created in the course of the Services except such Rights that arise in relation to Excluded Property. The expression "Excluded Property " means:-
5.1.1 all rights owned by or licensed to the Consultant by third parties before the start of the Services; and
5.1.2 any toolbox methods, code templates or routines used by the Consultant in its business including, for the avoidance of doubt, any such that are created by the Consultant in the course of providing the Services to the Customer.
5.2 At the request and expense of the Customer, the Consultant shall do all such things and sign all documents which are reasonably necessary to enable the Customer to obtain and enforce its rights in the Materials.
6.1 The Customer shall pay the Consultant for providing the Services in accordance with the rates agreed between the parties from time to time. All amounts are exclusive of VAT.
6.2 The Customer shall pay all charges due under invoices issued by the Consultant within 14 days of receipt of invoice.
6.3 In the event of late payment of any invoice issued by the Consultant under this Agreement, the Consultant shall be entitled:
6.3.1 to charge interest (both before and after judgment) at the rate prescribed from time to time by the Secretary of State for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998;
6.3.2 without prejudice to any other remedy available to it, to suspend provision of the Services until such time that payment in full (inclusive of all interest) is made in cleared funds; and
6.3.3 in the event that the Consultant decides to instruct solicitors to recover any late payment from the Customer, to recover from the Customer its legal costs on an indemnity basis.
6.4 The Customer shall reimburse the Consultant for all reasonable traveling and other expenses incurred by it and its staff in the proper performance of the Services.
7.1 The Consultant warrants that all Services provided to the Customer (including, without limitation, any software development services) will comply in all material respects with any written specification issued by the Consultant.
7.2 The Consultant shall be entitled at any time after any Services have been performed or delivered to the Customer to request the Customer to confirm that it has satisfied itself that such Services comply with their specification and that the Customer accepts them. If the Customer does not respond to such request within 21 days, it will be deemed to have accepted the Services as compliant with their specification.
7.3 Save in respect of personal injury or death caused by the Consultant's negligence (for which by law no limit or exclusion of liability is permitted), the Consultant's liability for any direct loss suffered by the Customer, however caused, shall not exceed £100,000.
7.4 In no event shall the Consultant be liable for any indirect, economic or consequential loss of whatever nature including, without limitation, loss of profit or anticipated savings and loss or corruption of data.
8.1 Either party shall be entitled to terminate any agreement made under these Terms immediately by notice in writing to the other if the other party commits any serious breach of an obligation under such agreement and (in the case of a breach capable of remedy) fails to remedy the breach within 20 working days of receipt of the first party's written request to do so, which request shall warn the other party of the first party's intention to terminate such agreement under this clause in the event the breach is not remedied.
8.2 Either party shall be entitled to terminate such agreement immediately by notice in writing to the other in the event that any resolution or petition to wind up its business is passed or presented against that other (otherwise than for its solvent reconstruction or amalgamation) or if a receiver or administrative receiver is appointed over all or any part of its assets or if it makes any arrangement with its creditors.
Each party shall keep secret all confidential information obtained from the other and shall not disclose such information to any person other than where such disclosure is required for the performance of the party's obligations under these Terms. This clause shall not extend to information which was already in the lawful possession of either party prior to the start of the Services or which is already public knowledge or becomes so subsequently (other than as a result of a breach of this clause) or which is trivial or obvious. The obligations of confidentiality under this clause shall survive any termination of these Terms. The Consultant undertakes to use its reasonable endeavors to procure that its staff engaged to provide the Services observe the provisions of this clause.
Neither party shall be liable to the other for any delay or default in the performance of its obligations under these Terms due to any cause or circumstance beyond its reasonable control, including but not limited to any industrial dispute.
Any dispute between the parties in relation to these Terms shall be referred to a single arbitrator agreed between the parties or, on failure to agree within 30 days of a written request by one party to the other, appointed on the application of either party to the President for the time being of the British Computer Society. The provisions of the Arbitration Act 1996 shall apply to any arbitration under these Terms. The costs, charges and expenses incurred in respect of such arbitration including the legal costs of each of the parties will be at the discretion of the arbitrator.
These Terms and any accompanying Contract Details constitute the entire agreement between the parties in relation to its subject matter, and supersedes any previous arrangement or agreement, express or implied. Each party confirms that it has not relied upon any representation not recorded in these Terms and any accompanying Contract Details inducing it to enter into the agreement between the parties.
The failure by either party to enforce any of these Terms shall not be a waiver of such term or the right at any time later to enforce such Term.
Unless otherwise agreed in writing, the Consultant shall, subject to its obligations of confidentiality under these Terms, be entitled to mention to prospective customers and include in its marketing material the fact that it has contracted to provide services to the Customer.
These Terms shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.
