Quantix Ltd - Consultancy Terms & Conditions
1 DEFINITIONS
In these conditions the following words shall have the following
meanings ascribed to them:
(a) "Acceptance Form" means the Supplier's standard technical
services acceptance form which is signed by the Customer to signify
acceptance of the Product and/or the Service;
(b) "Agreement" means these terms and conditions and any
schedules hereto together with the front sheet signed by the
Customer and the Supplier and the Supplier's quotation;
(c) "Customer" means the person, firm or organisation placing
an order for Service with the Supplier;
(d) "Equipment" means any equipment or software or
telecommunications links required on the Customer's site to
complete the Service;
(e) "Product" means any service, product, item of equipment,
hardware, software, microchip, semiconductor (or other item
containing, using or dependent upon any of the foregoing) supplied
by the Supplier under this Agreement including, in the case of the
Service, any hardware or software provided to the Customer by the
Supplier as part of such Service or used by the Supplier as part of
such Service;
(f) "Service" means the services to be provided under this
Agreement as described in Clause 2;
(g) "Supplier" means Quantix Limited (Company
Registration number 36639598);
2 THE SERVICE
(a) The Service will be defined and documented in a quotation
provided to the Customer which shall form part of this Agreement
and is attached as Schedule A.
(b) The Service shall commence on the date agreed between the
parties and shall be deemed complete on signature by the Customer
of an Acceptance Form.
(c) Where the Service is performed on a time and materials
basis rather than a fixed price, the Supplier shall supply, if
requested, completed time sheets to verify its charges. The
information contained in such timesheets shall be conclusive
evidence of the time spent by the Supplier.
(d) The Supplier may subcontract any or all of the works
forming part of the Service to a competent sub-contractor.
3 CUSTOMER'S RESPONSIBILITIES
(a) The Customer shall provide a representative on site who
shall sign the Acceptance Form on completion of the Service to his
satisfaction. Signature of the Acceptance Form shall not be
unreasonably withheld or delayed.
(b) The Customer shall provide, at its expense, such technical
and other information as the Supplier shall request in connection
with its performance of the Service.
(c) The Customer shall provide, such access to its computer
and other equipment as the Supplier shall require for the provision
of the Service. If, on arrival at the Customer's site, the
Supplier's engineer finds that sufficient access to the equipment
is not provided, the Supplier shall not be obliged to perform the
Service and may charge the Customer for costs and expenses
reasonably incurred.
(d) The Customer shall take all reasonable precautions to
protect the health and safety of the Supplier's personnel whilst on
the Customer's site, including ensuring the presence or
availability of a representative during such visits.
(d) Where required for the Service, the Customer, at the
Customer's expense, shall make available and keep in good working
condition the following: -
(i) one item of media of any type used on the Equipment for
storage or diagnostic programs;
(ii) any items of media originally supplied by the
manufacturer for maintenance purposes;
(iii) such consumables as may be reasonably required to
perform the Service.
(e) The Customer shall be responsible for ensuring
adequate backup copies of its operating system, application
software and data files are kept.
4 CHARGES AND TERMS OF PAYMENT
(a) The charges for the Service shall be as specified either
on the face of this Agreement or within Schedule A.
(b) Unless otherwise agreed, the charges are payable by the
Customer as follows:
Payment shall be made in full without any deduction or set-off
within thirty days of the date of invoice.
If the Customer fails to pay any invoice in accordance with the
Supplier's payment terms then, without prejudice to its other
rights and remedies, the Supplier shall be entitled to (i) suspend
deliveries due to the Customer under any Agreement, and (ii) charge
interest on the sum outstanding on a day to day basis from the date
of invoice until the date payment is made at the rate of 4% per
annum above the base rate ruling from time to time of Lloyds
Banking Group.
(c) The charges are exclusive of Value Added Tax (and/or any
similar tax which may be imposed from time to time) which will be
applied in accordance with UK legislation in force at the tax point
date.
(d) Any work requested by the Customer which is not included
in this Agreement will be charged at the Supplier's then current
rates. A copy of current rates will be provided on
request.
(d) All Services must be ordered by the Customer and supplied
by Quantix by the end of the Term. Quantix shall not be liable for
the provision of any Services and the Customer shall not be
entitled to claim for any credit or refund in respect of Services
which are not ordered by and supplied to the Customer by the end of
the Term.
5 COPYRIGHT AND TITLE
(a) The Supplier shall retain all title, rights of ownership
and copyright to any work prepared or developed under this
Agreement.
(b) Copyright subsists in all operating software, Supplier's
proprietary software supplied by Supplier under licence and all
documentation relating thereto (whether printed or stored
magnetically).
(c) The Customer shall retain and keep safe one copy of all
software and/or documentation provided by the Supplier under this
Agreement.
(d) The Supplier shall at any time be entitled to examine and
copy for the purposes of verification the Customer's retained copy
software and/or documentation.
(e) Save as permitted under this Agreement, the Customer will
not copy or permit the software or documentation to be copied, in
whole or in part, except with the Supplier's express written
permission. Any copies made shall include all of the
Supplier's copyright or proprietary notices.
6 CONFIDENTIALITY
(a) Each party (hereafter called the "Receiving Party")
undertakes to keep and maintain all Confidential Information (which
term shall include all information marked or notified to the
Receiving Party as confidential or proprietary together with all
information which would in the normal course of business be
regarded as confidential or proprietary) in the strictest
confidence and not to disclose such information to any third party
without the prior written consent of the other.
(b) Each party shall ensure that its employees and
sub-contractors: -
(i) shall only be given access to Confidential Information
received from the other party on a "need to know" basis for the
purposes of this Agreement;
(ii) shall have been made aware of the requirements of
confidentially set out in this Agreement;
(iii) shall not cause or permit the Confidential Information
to be disclosed to any third party.
(c) The provisions of this clause 6 shall not prevent either
party from disclosing any information where it can demonstrate and
document that such information: -
(i) was in its possession (with full right to disclose) prior
to receiving it from the other party; or
(ii) is independently developed or received by it form a third
party; or
(iii) is or subsequently comes into the public domain other
than by breach of this Agreement.
(d) The provisions of this clause 6 shall apply throughout the
full term of this Agreement and for five years thereafter.
7 WARRANTY
(a) The Supplier warrants that:-
(i) the Service will be provided with reasonable skill and
care;
(ii) it will use suitably qualified and experienced personnel
in the provision of the Service;
(iii) cabling installed under this Agreement will be free from
defects in workmanship and materials for a period of one year from
the date of installation.
(b) The warranty period in relation to cabling can be extended
by written agreement between the parties.
(c) In the event of any breach of the warranties given in
this clause 7 the Customer's sole remedy shall be the repair or
replacement, at the Supplier's sole discretion, of the item
concerned.
8 LIABILITY
(a) Neither party shall be liable for failure to perform its
contractual obligations, other than an obligation to make payment,
if such failure results from Act of God, governmental act, fire,
explosion, accident, industrial dispute, or any other cause beyond
the party's control.
(b) The Supplier indemnifies the Customer in respect of:
-
(i) Direct physical damage to the Customer's property
which is established to be the result of negligence by the Supplier
or its servants or agents while on the Customer's premises for the
purpose of this Agreement. In respect of the Equipment, liability
is limited to the prompt making good by repair or replacement of
any Equipment or part thereof damaged or destroyed as a result of
such negligence. The Supplier's liability for direct damage to
property other than the Equipment is limited to £1,000,000 in
respect of any event or series of related events.
(ii) Direct physical injury or death of any person resulting
from the negligence of the Supplier or its servants or
agents.
(c) The Customer indemnifies the Supplier in respect of:
-
(i) Direct physical damage to the Supplier's property
which can be established to be the result of negligence by the
Customer or its servants and agents. The Customer's liability
for direct physical damage is limited to £1,000,000 in respect of
any one event or series of related events.
(ii) Direct physical injury to, or death of any person
resulting from the negligence of the Customer or its servants or
agents.
(d) In view of the disproportion between the acts or omissions
likely to constitute breach or negligence on its part and the
consequences for the Customer, the Supplier excludes all
liabilities not expressly included in this Agreement, and in
particular the Supplier shall have no liability for: -
(i) Destruction of or damage to the Customer's
data. (The Customer must keep a copy of all data from which
it shall exclude the Supplier notwithstanding any requests made by
its employees or agents);
(ii) Any loss of profits, goodwill, revenue, production,
anticipated savings, use or contracts or any form of special,
indirect or consequential losses whatsoever.
(e) In any event other than set out in (b) above, the maximum
liability of the Supplier shall be the value of the contract
(excluding VAT).
9 EMPLOYEES
(a) Without the prior consent in writing of the other, neither
party shall during the term of this Agreement or for six months
thereafter solicit, procure, or attempt to procure the employment
of any persons employed in the provision of the Service. The
Customer will extend this provision to its own customers, where the
Supplier is undertaking work on behalf of the Customer for a third
party. If either party fails to adhere to this term, then a sum
equal to the yearly wage of the employee whose services have been
solicited or procured, will be payable to the party that has
suffered the loss of personnel.
(b) Notwithstanding any degree of supervision exercised by
either party over employees of the other, in no circumstances shall
the relationship of employer and employee be deemed to arise
between either party and any employee of the other.
10 WHOLE AGREEMENT
This Agreement represents the entire Agreement between the
parties. Each party warrants that no representation has been
made which is not recorded in this Agreement that has induced the
other to enter into this Agreement.
11 HEADINGS
Headings are for convenience only and shall not affect the
construction of the conditions of this Agreement.
12 ASSIGNMENT
Neither party shall assign this Agreement without the prior
written consent of the other (not to be unreasonably withheld or
delayed).
13 WAIVER
No failure, delay, relaxation or indulgence on the part of
either party in exercising any power or right conferred upon such
party in this Agreement shall operate as a waiver of such power or
right nor shall any single or partial exercise of any such power or
right preclude any other or further exercise thereof or the
exercise of any power or right.
14 NOTICES
Any notice given under this Agreement by either party to the
other must be in writing and shall be effected by personal
delivery, telex, or registered mail postage and shall in the case
of telex be deemed to be received on the same date as it was sent
and in the case of postage within 48 hours after the date of
posting if posted in the United Kingdom. Notices sent by
first class post shall be sent to the address of the party set out
on the face of this Agreement or to such other address notified in
writing by that party to the other for such purposes.
15 SEVERABILITY
The various provisions of this Agreement are severable and if
any provision is held to be invalid or unenforceable by any court
of competent jurisdiction such invalidity or unenforceability shall
not affect the validity or enforceability of any of the other
provisions unless the result goes to the root of this Agreement or
radically affects it
16 VARIATIONS
No variation is valid unless signed by authorised signatories
of both parties
17 RIGHT OF TERMINATION
(a) If, at any time either party makes default or commits any
breach of its obligations under this Agreement and (upon receiving
written notification from the other of such default or breach)
fails to remedy the default or breach within 14 days, or is
involved with any legal proceedings concerning its solvency, or
commences liquidation or threatens to cease trading, or if serious
doubt arises as to its solvency, then the other party shall
immediately become entitled (without prejudice to its other rights)
to terminate this Agreement forthwith by notice in writing to the
other.
(b) Upon termination of this Agreement by the Supplier for
whatever reason the Supplier shall, without prejudice to its other
rights and remedies, be paid: -
(i) the outstanding balance of charges due
in respect of any works or Services carried out or provided under
this Agreement prior to the date of termination and:
(ii) the price of equipment or services ordered by the
Supplier on behalf of the Customer for which the Supplier has paid
or is legally bound to pay.
(c) Termination of this Agreement for whatever reason
shall not bring to an end any provision hereof which expressly or
by implication comes into or continues in force after the date of
termination.
18 LAW AND JURISDICTION
This Agreement shall be governed by and construed in
accordance with English Law and the parties hereto submit to the
jurisdiction of the English Courts.
QUANTIX LTD
QUANTIX HOUSE
CHETWYND BUSINESS PARK
1 REGAN WAY
CHILWELL
NOTTINGHAM
NG9 6RZ
0870 240 6565