Terms and Conditions

Datore Ltd

Standard Terms and Conditions

1. Services. Datore Ltd (Hereinafter called The Consultant) agrees to perform for The Client the agreed work hereinafter referred to as “The Services.” The Client agrees that The Consultant shall have ready access to The Client’s staff and resources as necessary to perform the Services provided for by this Agreement.

2. Rate of Payment for Services. The Client agrees to pay the Consultant for The Services in accordance with the schedule agreed. Reasonable expenses incurred for travel will be reimbursed if accompanied by a suitably detailed schedule. Mileage will be paid at 45p per mile. Where accommodation expenses are to be incurred these should be agreed in advance. Where an evening meal is required as a result of an overnight stay this will be subject to a maximum of £25.00 per night.

3. Invoicing. The Client shall pay the amounts agreed to herein upon receipt of invoices, which shall be sent by the Consultant, and the Client shall pay the amount of such invoices to Consultant as per the payment terms indicated on the invoice.

4. Confidential Information. Each party hereto (“Such Party”) shall hold in trust for the other party hereto (“Such Other Party”), and shall not disclose to any non-party to the Agreement, any confidential information of such Other Party. Confidential information is information, which relates to Such Other Party’s research, development, trade secrets or business affairs, but does not include information, which is generally known or easily ascertainable by third parties.

The Consultant hereby acknowledges that during the performance of this Agreement, the Consultant may learn or receive confidential Client information and therefore the Consultant hereby confirms that all such information relating to the Client’s business will be kept confidential by the Consultant, except to the extent that such information is required to be divulged to the Consultant’s clerical or support staff or associates in order to enable the Consultant to perform the Consultant’s obligations under this Agreement.

5. Staff. The Consultant is an independent contractor and neither the Consultant nor Consultant’s staff or associates is or shall be deemed to be employed by the Client. The Client is hereby contracting with the Consultant for the Services and the Consultant reserves the right to determine the method, manner and means by which the Services will be performed. The Consultant is not required to perform the Services during a fixed hourly or daily time and if the Services are performed at the Client’s premises, then the Consultants time spent at the premises is to be at the discretion of the Consultant; subject to the Client’s normal business hours and security requirements. The Consultant hereby confirms to the Client that the Client will not be required to furnish or provide any training to the Consultant to enable the Consultant to perform the Services required hereunder. The Services shall be performed by the Consultant. It is acknowledged that Consultant may have other clients and may offer services to the general public. The order or sequence in which the work is to be performed shall be under the control of the Consultant. Except to the extent that the Consultant’s work may need to be performed on or with the Client’s computers or the Client’s existing software, all materials used in providing the Services shall be provided by the Consultant unless agreed otherwise.

6. Termination The Client may terminate this Agreement forthwith by notice in writing if the Consultant fails to perform the Agreement’s specification as required hereunder and does not remedy such failure within 30 (thirty) days of receipt of the Client’s notice in writing. Where the Client terminates this Agreement, the Client shall make full and timely payment(s) for the Services that have been provided by the Consultant up to the time of termination. The Consultant shall be liable for non-performance of the Services to the extent and as provided in Paragraph 14 hereof.

7. Insurance. The Client shall not provide any insurance coverage of any kind for the Consultant or the Consultant’s staff and Associates, and the Client will not withhold any amount that would normally be withheld from an employee’s pay.

8. Non-solicitation. Each of the parties hereto agrees that, while performing Services under this Agreement, and for a period of six (6) months following the termination of this Agreement, neither party will, except with the other party’s written approval, solicit or offer employment to the other party’s employees or staff engaged in any efforts under this Agreement.

9. Use of Work Product. Except as specifically set forth in writing and signed by both Client and Consultant, The Client shall own all intellectual property rights including copyright and patent rights with respect to all materials newly developed under this Agreement. Where the Consultant brings pre existing intellectual property rights including copyright and patent rights, the Client is hereby granted a non-exclusive licence to use and employ such materials.

10. Client Representative. The Client shall nominate a representative for the performance of this Agreement with respect to the Services and any deliverables as defined herein and has authority to agree modifications or additions to this Agreement

11. Disputes. At all times, the parties will use their best efforts and negotiate in good faith and settle any dispute that may arise out of or relate to this Agreement, or any breach thereof. If any dispute with respect to the performance of this Agreement cannot be settled amicably through discussion and resolution, such dispute shall be submitted to an appropriate body for mediation and the parties hereby agree to share equally in the costs of said mediation. Both parties agree to co-operate fully with such mediation and to provide such assistance as is necessary to enable the mediator to discharge his duties. All negotiations connected with respect to the dispute shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings. Nothing in this clause shall restrict either party’s freedom to commence legal proceedings to preserve any legal right or remedy or protect any proprietary or trade secret right.

12. Taxes. Any and all taxes, except income taxes, imposed or assessed by reason of this Agreement or its performance, including but not limited to sales or use taxes, shall be paid by the Client. The Consultant shall be responsible for any taxes or penalties assessed by reason of any claims that the Consultant is an employee of the Client and the Client and Consultant specifically agree that the Consultant is not an employee of Client.

13. Warranty. The Consultant warrants to the Client that the material, analysis, data, programs and services to be delivered or rendered hereunder, will be of the kind and quality designated and will be performed by qualified personnel. Special requirements for format or standards to be followed shall be attached as an additional Appendix and executed by both Client and Consultant. The Consultant makes no other warranties, whether written, oral or implied, including without limitation, warranty of fitness for the purpose or merchantability and marketability.

14. Liability. In no event shall the Consultant be liable for special, indirect or consequential losses or damages, either in contract or tort including loss of profit, loss of business or contract, loss of turnover, loss of goodwill or loss of data, whether or not the possibility of such damages has been disclosed to the Consultant in advance or could have been reasonably foreseen by the Consultant save that the Consultant does not exclude or limit liability for fraud, death or personal injury as a result of the Consultant or the Consultant’s staff or Associates negligence. In the event this limitation of damages is held unenforceable then the parties agree that by reason of the difficulty in foreseeing possible damages all liability to the Client shall be limited to One Hundred Euros or One Hundred and Forty Five Pounds Sterling (€100.00/£145) as liquidated damages and not as a penalty.

15. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the matters covered herein. No other agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of Consultant by any of its employees or agents, or contained in any sales materials or brochures, shall be deemed to bind the parties hereto with respect to the subject matter hereof. The Client acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein.

16. Applicable Law. The Consultant shall comply with all applicable laws in performing The Services but shall be held harmless for violation of any governmental procurement and contract tender regulation which may apply but which has not been brought to the attention of The Consultant by The Client

17. Governing Law. This Agreement shall be considered as a contract made in England and according to English law and is subject to the exclusive jurisdiction of the English courts to which both parties hereby submit.

18. Severability. If any part of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable for any reason then such part will be severed from the remainder of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of this Agreement, the parties shall promptly commence good faith negotiations to remedy such invalidity.

19. Additional Work and Modification. After receipt of an order which adds to the Services, The Consultant may, at its discretion, take reasonable action and expend reasonable amounts of time and money based on such order. The Client agrees to pay the Consultant for such action and expenditure.

Except as otherwise expressly permitted by this Agreement, no change to this Agreement will be effective unless it is in writing and signed by authorised representatives of both parties.

20. Notices. Any notice or other communication required or permitted under this Agreement to be given in writing shall be deemed duly given if signed by or on behalf of a duly authorised officer of the Client giving the notice and sent to the address of the Consultant stipulated below or as notified from time to time.

Datore Ltd
3 Beeston Place

21. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party. Except for the prohibition on assignment contained in the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto.

22. Third Parties. A person who is not a party to this Agreement shall not be entitled in its own right to enforce any term of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

23. Waiver. No waiver of any right or breach of any provision of this Agreement shall constitute a waiver of any right or breach of any other provisions of this Agreement unless in writing and signed by both parties.

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