1.1 These Terms and Conditions (“Terms”) shall form part of the Contract between the client and C3IA Solutions (“the Supplier”).
1.2 To the extent of any conflict between these Terms and any provision contained in the Assignment these Terms shall prevail.
1.3 Neither party may assign the Contract in whole or in part without the prior written consent of the other party.
1.4 The Client acknowledges that the Supplier may determine the manner in which its services are provided.
1.5 The Client undertakes:
(a) to provide the Supplier and its employees and sub-contractors with all necessary information, support and co-operation that may reasonably be required to enable the Supplier to carry out this Assignment;
(b) to provide at no charge to the Supplier adequate office accommodation, a secure work space, telephone services and other facilities including access to the applicable equipment and systems of the Client to enable the employees and sub- contractors of the Supplier to perform the Assignment and any other obligations of the Supplier under this Contract that need to be performed on site and further to allow full access to the areas in which the same are to be performed; and
(c) to take all reasonable steps to ensure the health and safety of the Supplier’s employees and sub-contractors while they are at the Client’s site.
1.6 This Contract represents the entire understanding and constitutes the whole agreement between the parties in relation to its subject matter and the parties agree that there are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties in connection with the subject matter of this Contract except as specifically set forth herein and none of the parties has relied or is relying on any other information, discussion or understanding in entering into and completing the transactions contemplated in this Contract.
1.7 These Terms shall apply to the exclusion of any other terms and conditions on any order form or other document under which the Client accepts the Assignment. Furthermore, the Client acknowledges that any work undertaken by the Supplier in relation to the Assignment shall be deemed only to be in accordance with the terms of the Assignment and these Terms unless the parties have specifically otherwise agreed in writing.
2. Fees, Expenses and Payments
2.1 Fees are quoted exclusive of VAT and are due within 28 days of issue of proposal.
2.2 The Supplier reserves the right to charge interest on any overdue sums, as well after as before any judgment, at the rate of 2% above the base rate of Barclays Bank from time to time and varying accordingly from the due date until payment.
2.3 Statements by the Supplier as to the total work time or total charges that may be involved in fulfilling the Assignment are supplied as estimates only and whilst all reasonable efforts are made to ensure their accuracy no liability will be accepted in respect thereof.
2.4 The Client shall reimburse the Supplier for all out of pocket expenses incurred in connection with the Assignment including travel, accommodation and subsistence and other expenses together with VAT.
Both parties hereto undertake to treat as confidential any information obtained during the course of the Contract regarding the other’s business activities provided that such information is not publicly known.
4.1 The Supplier shall accept liability for any loss or damage sustained by the Client as a direct result of any material breach, or negligence in the performance or, the contract by the Supplier provided that such liability: i) shall not extend to any economic, special or consequential loss; ii) shall not extend to any loss or damage sustained by any third party in connection with the contract; iii) shall be limited to payment of damages not exceeding the invoiced value of services provided under the contract in question.
5.1 The Client shall fully indemnify and keep the Supplier indemnified against all claims, actions, costs, expenses, (including court costs and fees) or other liabilities arising out of or incidental to the due performance of the contract by the Supplier, including but not limited to breach or infringement of any third party intellectual property rights where the Client has held itself out to be owner or licensee of such rights.
6.1 The Supplier expects to be able to maintain continuity of personnel over the course of the Contract. However, when necessary, the Supplier shall, as soon as is reasonably practicable, use its reasonable endeavours to substitute consultants with equivalent experience or skills.
If any provision of this Contract shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Contract and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
7.1. Force Majeure
Neither party shall be liable for any breach of its obligations under this contract resulting from causes beyond their reasonable control including but not limited to Acts of God, Act of Parliament, a public enemy, fires, floods, explosions, or other catastrophes, epidemics, quarantines, restrictions or delays due to such cause or causes (“Force Majeure”).
8. Governing Law, Jurisdiction and Disputes
8.1 The Contract and any non-contractual obligations arising out of or in connection with this Contract shall be governed by and construed in accordance with the laws of England and the parties accept the non-exclusive jurisdiction of the English Courts to which they mutually agree to submit.