Terms of Business
These Terms of Business (the “Terms”) and the purchase orders (“Orders”) agreed between the parties (together, the “Agreement”) contain the terms upon which we will provide services agreed in an Order (“Services”) to you.
In these Terms, “we” means Integrity Software Solutions Ltd (company number 03552070); and “you” means the person (natural or legal) who is identified as our client in an Order.
1. Orders and Services
1.1 From time to time you may issue purchase orders to us, which will become Orders if (and only if) we accept them by sending you our written agreement to the purchase order or by beginning to perform the relevant Services. Our acceptance of any Order will be deemed to be acceptance subject to these Terms.
1.2 These Terms contain the only conditions upon which we will deal with you, and they govern all Orders to the exclusion of all other terms and conditions. You waive any right you might otherwise have to rely upon such terms and conditions.
1.3 We will:
(a) provide to you the Services with reasonable care and skill;
(b) provide the Services through suitably qualified individuals; and
(c) use reasonable endeavours to provide the Services in accordance with any agreed timetable.
1.4 You will:
(a) provide us with all access to premises and systems, co-operation, information and documentation reasonably required for the provision of the Services;
(b) use all reasonable endeavours to arrange for third parties to provide us with all access to premises and systems, co-operation, information and documentation reasonably required for the provision of the Services; and
(c) ensure that all data held in relation to any program, application or system in respect of which we provide Services is backed-up (and you acknowledge that we will not be liable for the loss of any data as detailed in Clause 6.2).
1.5 Where Services are provided at your premises (or the premises of a third party) you must ensure that:
(a) a safe working environment is provided for our personnel and contractors; and
(b) your (or the third party's) personnel and premises comply with all applicable health and safety laws; and
(c) you (or the third party) has in place at all material times adequate public liability insurance in respect of our personnel and contractors providing Services at your (or the third party's) premises.
1.6 You will indemnify and will keep us and our officers, employees and subcontractors indemnified in respect of any liabilities, losses, damages, costs and expenses (including legal expenses) arising out of or in relation to any personal injury or death occurring at your premises or at the premises of a third party where we are requested to provide Services (except to the extent that it is caused by our negligence).
1.7 You acknowledge that our personnel are professionals who will make use of their own knowledge and experience in determining the manner in which the Services will be provided. Subject to your express rights under the Agreement:
(a) you will not have any right to determine the identity of the personnel providing the Services;
(b) you will not have any right to determine the time or place of the provision of the Services; and
(c) generally, you will not have any rights of supervision, direction or control as to the exact manner in which the Services are provided.
2. Fees, expenses and payments
2.1 Our fees will be agreed with you in the Order.
2.2 Where the nature of the Services is varied during the term of the Agreement, the parties must seek to agree an appropriate variation of the fees; providing that where no such variation is agreed, we may charge you additional reasonable fees in respect of any additional Services provided in accordance with any such agreed variation.
2.3 Expenses (including reprographic expenses, postage costs, courier charges, facsimile and telephone charges, travel expenses, parking fees, accommodation expenses, equipment hire, storage costs, collection and delivery fees) incurred in the course of providing the Services will be passed on to you at cost, and will be invoiced with our fees.
2.4 We will charge VAT upon our Services. VAT will also be payable on most expenses.
2.5 Subject to any agreement to the contrary, we will invoice you in arrears at the end of each week; and our invoices are payable within 14 days of the date of the invoice.
2.6 All amounts payable to us under this Agreement must be paid in full with no set off or deduction.
3. Intellectual property rights
3.1 For the purpose of this Clause 3, “Deliverables” means the works and materials (including without limitation databases, software programs, applications, modules and routines, and manuals and other written works) that we deliver or have a contractual obligation to deliver to you in the course of providing the Services (excluding any works and materials provided to us by you or by a third party on your behalf).
3.2 Subject to and from the date of payment of all amounts due to us under this Agreement, we grant to you a non-exclusive worldwide royalty-free licence under the intellectual property rights in the Deliverables to:
(a) adapt, use, copy, distribute, sell, rent and publish those Deliverables (and adapted Deliverables), and
(b) to sub-license these rights.
3.3 You warrant to us that no works, materials or information will be provided by you (or by a third party on your behalf) to us under or in relation to this Agreement which infringe any third party intellectual property rights.
3.4 We warrant to you that the Deliverables will not infringe any third party intellectual property rights.
3.5 You will indemnify us and keep us indemnified against all damages, losses and expenses (including legal expenses) arising out of any breach by you of the warranty in Clause 3.3.
3.6 We will indemnify you and keep you indemnified against all damages, losses and expenses (including legal expenses) arising out of any breach by us of the warranty in Clause 3.4.
3.7 The indemnities in Clauses 3.5 and 3.6 are subject to the following conditions:
(a) the indemnified party promptly notifies the indemnifier in writing of the claim;
(b) the indemnified party makes no admissions or settlements without the indemnifier’s prior written consent;
(c) the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and
(d) the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.
4. Confidentiality
4.1 Subject to Clauses 4.2 and 4.3, we will keep confidential, and will not disclose to any third party, all the information you supply to us under or in connection with the Agreement that is;
(a) marked or stated to be confidential; or
(b) reasonably understood by us at the time of disclosure to be confidential.
4.2 This Agreement imposes no obligations upon us with respect to information which is or becomes publicly known through no act or default on our part.
4.3 The restrictions in this Clause 4 do not apply to the extent that any information is required to be disclosed by any law or regulation, judicial or governmental request or order.
5. Warranties
5.1 Each party warrants to the other party that it has the right and power to enter into the Agreement.
5.2 All terms, conditions and warranties, express or implied, not set out in the Agreement are, to the fullest extent permitted by law, excluded from the arrangements governed by the Agreement.
6. Limitations of liability
6.1 Nothing in the Agreement shall operate to exclude or limit either party's liability for:
(a) death or personal injury caused by its negligence;
(b) fraud; or
(c) any other liability which cannot be excluded or limited under applicable law.
6.2 We will not be liable to you for any loss of profits, loss of business, loss of anticipated savings, loss of opportunity, loss of or damage to documents, information or data, or any kind of indirect or consequential loss, whether it arises from a breach of contract, negligence, or otherwise.
6.3 Our total liability to you in relation to any event or series of related events, whether it arises from breach of contract, negligence, or otherwise, will not exceed the total amount payable to us under the relevant Order.
6.4 You accept that we have an interest in limiting the personal liability of our officers, employees and subcontractors. Having regard to that interest, and subject to Clause 6.1, you accept that we are a limited liability entity and agree that you will not bring any claim personally against individual officers, employees or subcontractors in respect of any losses you suffer in connection with our Services. The provisions of this Clause will not limit or exclude the liability of the limited company itself for the acts and omissions of our officers, employees and subcontractors.
7. Termination
7.1 This Agreement will automatically terminate in respect of each Order upon the completion of the Services which we have agreed we will provide to you under that Order (providing that termination of the Agreement in respect of one Order under this Clause 7.1 will not prejudice the continuation of the Agreement in respect of other Orders).
7.2 Either party may terminate the Agreement (including all Orders) if:
(a) the other party commits a material breach of the terms of the Agreement which (in the case of an remediable breach) is not remedied within 30 days of receipt of a notice from the terminating party requiring that it be remedied; or
(b) the other party becomes insolvent or bankrupt or enter any insolvency or bankruptcy procedure in any jurisdiction.
7.3 We may terminate the Agreement (including all Orders) if you fail to pay to us in full and on time any amount due to us under the Agreement or any other agreement.
7.4 Where the Agreement is terminated under by you under Clause 7.2, we will refund to you any amounts paid to us in relation to any Services which have not been provided as at the effective date of termination (the amount of which will be calculated by us using any reasonable methodology).
7.5 Save as provided in Clause 7.4, you will not be entitled to any refund of any fees paid, or be released from any obligation to pay fees (whether or not invoiced).
7.6 Termination of the Agreement will not affect our or your accrued rights and liabilities, or the continuing application of Clauses 1.6, 3.2, 3.3, 4, 6, 7.4 to 7.6 and 8 of the Agreement.
8. General
8.1 The parties to this Agreement are independent businesses and nothing in the Agreement shall be taken as creating a relationship of agent to principal, employer to employee, partnership or joint venture between you and us or our personnel or subcontractors.
8.2 We will have no liability to you if we are unable to provide any Services under the Agreement as a result of circumstances beyond our control, including (without limitation) war, strike, lockout, industrial disputes, riot, civil commotion, acts of Government, fire, flood, blockade, accident, natural catastrophe, disaster, or default of a third party.
8.3 The dates for the provision of the Services set out in the Order will not be of the essence of the Agreement.
8.4 No delay, neglect or forbearance in enforcing any term of the Agreement by either party will be deemed to be a waiver or in any way prejudice that party.
8.5 Save under Clauses 1.6 and 6.4, nothing in the Agreement confers on any third party any right to enforce any term of the Agreement.
8.6 The Agreement will be governed by and construed in accordance with the laws of England, and the English courts will have exclusive jurisdiction to adjudicate disputes about, under or in relation to the Agreement.
8.7 The Agreement constitutes the entire agreement between us and you in relation to the subject matter hereof, and supersedes all earlier communications between us and you. Each party acknowledges that it has not relied on any commitment, representation or warranty in entering into the Agreement.
8.8 No amendment or other variation of the Agreement will be effective unless it is agreed in writing by or on behalf of the parties to the Agreement.