Services contract: Specialist and Client
1. Terms and Conditions
These Terms and Conditions apply to all services provided by a Specialist to a Client following a referral under the Engineers for Pioneers site. However, the Specialist and the Client may agree in writing amendments to these Terms and Conditions.
In these Terms and Conditions, the following words have the following meanings:
Client: the party purchasing Services;
Client Content: all content and materials provided by the Client to the Specialist so that the Specialist can provide the Services;
Deliverables: the materials provided by the Specialist to the Client under the Services;
Fee: the fee for the Services including any applicable VAT;
IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, Client or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;
Services: all services to be provided by the Specialist to the Client;
Specification: any specification for the Services agreed between the Specialist and the Client;
Specialist: the party providing the Services;
Working Days: any day other than a Saturday, Sunday or public holiday in England.
Each of the parties shall nominate suitably qualified representatives to liaise with the other party on its behalf. The representative shall be the authorised agent of the relevant party, and the other party may rely on any instructions or directions provided by any such individual.
The Specialist shall provide the Services in accordance with the Specification, with all reasonable skill and care and in accordance with all applicable laws and regulations.
The Specialist shall use its reasonable endeavours to meet any timetable set out in the Specification. The Specialist shall not be liable for any delay caused by the act or omission of the Client or any authorised representative of the Client.
The parties agree that the Specialist is an independent contractor providing services (not an employee of the Client). The Specialist bears sole responsibility for deductions and payment of any tax and national insurance contributions which may be due or owing in relation to any Fee paid.
If the Client requests a change to the Specification, the Specialist will notify the Client whether the change is acceptable, together with details of any change to the timetable and to the Fee. The Client shall notify the Specialist whether such changes are agreed. For the avoidance of doubt, the Specialist shall be under no obligation to carry out any change to the Services unless the Client has agreed to the change to the Fee in writing.
The Specialist shall be entitled to announce its engagement by the Client in respect of the Services. On completion of the Services, the Specialist shall also be entitled to use the name and logo of the Client within its marketing and promotional materials.
4. Client Content
The Client warrants, represents and undertakes that (a) nothing in the Client Content is in breach of any law, statute, or regulation; (b) nothing in the Client Content contains any viruses or other computer programs intended to damage, detrimentally interfere with and/or surreptitiously intercept any system, network or platform; and (c) use by the Specialist of the Client Content to provide the Services shall not infringe the IP Rights of a third party.
The Client shall indemnify the Specialist from and against all costs, claims, demands, liabilities, expenses, damages or losses arising out of or in connection with any breach of the warranties contained in clause 4.1 above.
The Client grants to the Specialist a non-exclusive right and licence together with the right to sub-license to use, amend, reproduce and distribute the Client Content in order to carry out the Services.
Within 5 Working Days from the date of delivery of the Deliverables to the Client, the Client shall either confirm that the Deliverables are accepted through the Engineers for Pioneers website or notify the Specialist in writing with full details of any part of the Deliverables that do not comply with the Specification. The Specialist shall then use its reasonable endeavours to correct such faults within a timetable to be agreed between the parties acting reasonably, provided that the Specialist shall not be under any obligation to make any changes to the Deliverables that are outside the Specification.
If the Client fails to notify the Specialist of any faults in the Deliverables within the 5 Working Days testing period the Deliverables shall be deemed to be accepted and the invoice for the Fee shall be delivered.
On receipt of the Fee, the Specialist assigns to the Client the IP Rights in the Deliverables and waives all moral rights it may have in the Deliverables.
The Specialist warrants, represents and undertakes that:
(a) nothing in the Deliverables is in breach of any law, statute, or regulation;
(b) nothing in the Deliverables contains any viruses or other computer programs intended to damage, detrimentally interfere with and/or surreptitiously intercept any system, network or platform; and
(c) use by the Client of the Deliverables shall not infringe the IP Rights of a third party.
The Specialist shall indemnify the Client from and against all costs, claims, demands, liabilities, expenses, damages or losses arising out of or in connection with any breach of the warranties contained in clause 5.4 above.
The Client shall pay the Fee in full within 21 Days of receipt of an invoice in accordance with the instructions on the invoice. If any bank transfer fees are payable, these shall be met by the Client.
If the Client fails to pay the Fee by the due date, the Specialist may (a) charge costs and interest on the amount overdue from the due date until the date of actual payment in accordance with the late Payments of Commercial Debts (Interest) Act 1998 (as amended); and/or (b) require full payment in advance for any future Services.
Except as set out in these Terms and Conditions, and to the extent permitted by law, no representations, warranties or conditions are given or assumed by either party. Each party agrees that is has not relied upon any other representations, warranties or conditions to enter into these Terms and Conditions.
Each party excludes any and all liability to the other party for:
(a) loss of profit;
(b) loss or corruption of data or information;
(c) business interruption;
(d) loss of business opportunity or anticipated saving; and/or
(e) any indirect or consequential or incidental loss incurred even if advised of the possibility of such losses.
Nothing in these Terms and Conditions shall operate to limit or exclude a party’s liability for (a) death or personal injury resulting from negligence; (b) fraud or fraudulent misrepresentation; and/or (c) any other liability that cannot lawfully be excluded under English law.
8. Confidential Information
Confidential Information shall mean all information whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, customers, employees or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving Party).
The Receiving Party shall not, and shall ensure that its employees shall not, use copy or disclose any of the Confidential Information of the Disclosing Party except to carry out its obligations under these Terms and Conditions.
The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its employees to the extent that they need to know the same in order to carry out its obligations under these Terms and Conditions and where those employees are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.
The provisions of clauses 8.1, 8.2 and 8.3 shall not apply to any Confidential Information which is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party; is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or is required to be disclosed by any court, government or administrative authority competent to require disclosure.
Without prejudice to any other rights or remedies which may be available, either party shall be entitled to give notice in writing to the other party terminating the Services with immediate effect if:
(a) the other commits any material breach and if such breach is capable of remedy fails to remedy that breach within 10 Working Days of being notified of the breach; and/or
(b) the other party enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).
Following termination the Client shall pay to the Specialist that proportion of the Fee which is appropriate to the proportion of the Services which have been provided to the effective date of termination together with any third party costs that have incurred and that cannot be cancelled.
10. Force Majeure
For the purposes of this clause 10, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm.
If a party is prevented, hindered or delayed from or in performing any of its obligations by an event of Force Majeure, the affected party’s obligations are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.
If performance of any obligation is prevented, hindered, or delayed for more than 30 Working Days due to an event of Force majeure either party shall be entitled to terminate the Services on written notice to the other party.
Nothing in these Terms and Conditions shall confer or purport to confer on any third party any benefit or the right to enforce any of these Terms and Conditions.
The failure or delay of a party to exercise or enforce any right under these Terms and Conditions shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any other time.
If any provision of these Terms and Conditions is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties.
Nothing in these Terms and Conditions shall create or imply an agency, partnership or joint venture between the parties.
Any notice given under these Terms and Conditions shall be in writing and shall be served by delivering the notice personally, by email or pre-paid first class post to the latest address notified. Any such notice shall be deemed to have been received if delivered personally or by email at the time of delivery, if delivered by first class post 48 hours from the date of posting.
These Terms and Conditions shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the exclusive jurisdiction of the Englishcourt