STANDARD TERMS AND CONDITIONS FOR SUPPLY OF SERVICES OF
Solomon Associates (UK) Ltd
1†† DEFINITIONS In this document the following words shall have the following meanings:
1.1††††††††††††† "Agreement" means these Terms and Conditions together with the terms of any applicable Service Specification;
1.2††††††††††††† "Customer" means the organization or person who purchases services from the Supplier;
1.3††††††††††††† "Intellectual Property Rights" means copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4††††††††††††† "Service Specification" means a statement of work, quotation or other similar document describing the services to be provided by the Supplier;
1.5††††††††††††† "Supplier" means Solomon Associates (UK) Limited, Unit 8, Glenmore Business Park, Telford Road, Salisbury, SP1 1QA.
2.1††††††††††††† These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier to the Customer.
2.2††††††††††††† Before the commencement of the services the Supplier shall submit to the Customer a Service Specification which shall specify the services to be performed and the fees payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Service Specification. All Service Specifications shall be subject to these Terms and Conditions.
2.3††††††††††††† The Supplier shall use all reasonable endeavors to complete within estimated time frames but time shall not be of the essence in the performance of any services.
3†† FEES AND PAYMENT
3.1††††††††††††† The fees for the performance of the services are as set out in the Service Specification. The Supplier shall invoice the Customer for the services on the date of ordering and invoiced amounts shall be due and payable within 30 days of receipt of invoice.
4†† CUSTOMERíS OBLIGATIONS
4.1††††††††††††† To enable the Supplier to perform its obligations under this Agreement the Customer shall: 4.1.1 co-operate with the Supplier; 4.1.2 provide the Supplier with any information reasonably required by the Supplier; 4.1.3 obtain all necessary permissions and consents which may be required before the commencement of the services; and 4.1.4 comply with such other requirements as may be set out in the Service Specification or otherwise agreed. For the avoidance of doubt, the Customerís failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in Clause 5.2
4.2††††††††††††† The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customerís failure to comply with Clause 4.1.
4.3††††††††††††† In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and: 4.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project; 4.4.2 if applicable, the timetable for the project will be modified accordingly; 4.4.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.
5†† ALTERATIONS TO THE SERVICE SPECIFICATION (AND CANCELLATION)
5.1††††††††††††† The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed services and fees and any other terms agreed between the parties, the Service Specification shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
5.2††††††††††††† In the event that the Customer cancels the services agreed to in the Service Specification, the Customer shall pay to the Supplier a percentage of the full invoice amount. When notice of cancellation, in writing, is given the amount due depends on the time, in calendar weeks, between the service date and date of cancellation. For more than 12 weeks notice 0% of the invoice, 4 -12 weeks notice 50% and less than 4 weeks notice 100% of the invoice amount is due.
6.1††††††††††††† The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
†††† The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customerís breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any services provided by the Supplier in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party.
8†† LIMITATION OF LIABILITY
8.1††††††††††††† Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Customer to which the claim relates.
8.2††††††††††††† In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
8.3††††††††††††† Nothing in these Terms and Conditions shall exclude or limit the Supplierís liability for death or personal injury resulting from the Supplierís negligence or that of its employees, agents or sub-contractors.
9†† TERMINATION Either party may terminate this Agreement forthwith by notice in writing to the other if:
9.1††††††††††††† the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party;
9.2††††††††††††† the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
9.3††††††††††††† the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
9.4††††††††††††† the other party ceases to carry on its business or substantially the whole of its business; or† 9.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
10 INTELLECTUAL PROPERTY RIGHTS† All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
11 FORCE MAJEURE† Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
12 INDEPENDENT CONTRACTORS The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement.
13 ASSIGNMENT† The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
14 SEVERABILITY If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
15 WAIVER The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
16 NOTICES Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
17 ENTIRE AGREEMENT This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
18 NO THIRD PARTIES Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
19 GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.