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Terms & Conditions

Terms & Conditions

For IT Services

These terms and conditions are agreed as part of the quote and commence from the date of signing of the Quote by the Customer.

1. DEFINITIONS AND INTERPRETATION

  • 1.1 In this Agreement:
    • “Agreement” shall mean this agreement including any and all Schedules, Quote and Amendments signed and initialed by the Parties and attached hereto or referenced herein.
    • “Authorized Service Recipients” means any company that is in relation to a party, its holding company or its subsidiary or a subsidiary of its holding company, whereas “holding company” and “subsidiary” will have the meanings attributed to them in section 1159 of the Companies Act 2006.
    • “Agreement” shall mean this agreement including any and all Schedules, Quote and Amendments signed and initialed by the Parties and attached hereto or referenced herein.
    • “Business Hours” means 9am until 5pm UK or India time on Business Days (as applicable).
    • “Charges” means the charges for the Services set out in the Quote and Schedule 1.
    • “Commencement Date” means date of signing of this Agreement or the Quote, by the Customer.
    • “Customer” The company to which the quote is addressed to.
    • “Customer Manager” means the person from the customers side notified to the Supplier by the Customer as the point of contact for any discussions/updates related to this quotation
    • “Equipment” means the equipment and computer Hardware and Software used by the Customer at the Premises from time to time.
    • “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
    • “Party” means Customer or Supplier.
    • “Parties” means Customer and Supplier.
    • “Payment Terms” means the periods at which the Charges shall be payable, as set out in the Quote and Schedule 1.
    • “Premises” means those of the Customer’s premises identified in the Quote or as amended by written agreement of the parties from time to time.
    • “Quote” means the document which contains the details of the Services that will be provided.
    • “Services means the services being provided by the Supplier under this Agreement as set out in the quote and Schedule 1, together with any other services which the parties agree in writing that the Supplier shall provide to the Customer from time to time.
    • “Supplier” is FLR Spectron Limited, incorporated and registered in England and Wales with company number 4085164 whose registered office is at York House, 1 Seagrave Road, London, SW6 1RP
    • “Supplier Manager” means any designated account manager or such other person as the Supplier shall notify to the Customer from time to time, as the point of contact for any discussions/updates related to this quotation.
    • “Term” means the duration of the agreement as defined in clause 2.
    • “Year” means the 12 month period from the Commencement Date to the anniversary thereof and each successive 12 month period thereafter.
    • “Web Backup” means to backup selected customer data to a third party cloud service for off-site data storage.
    • “Disaster Recovery Solutions” means to replicate selected customer data to a third party cloud service for off-site data storage with the ability to virtualize the customers servers in the cloud.
    • “Hardware” means IT hardware such as workstations, monitors, data switch, routers, access points, printers.
  • 1.2 The headings of these clauses shall not affect the interpretation thereof.
  • 1.3 The masculine includes the feminine and vice versa.
  • 1.4 The singular includes the plural and vice versa.
  • 1.5 Reference to any enactment, order, regulation or other similar instrument, shall be construed as a reference to the enactment, order, regulation or instrument as amended by any subsequent enactment, order, regulation or instrument.
  • 1.6 If there is any inconsistency or conflict between what is set out in any of the conditions of this Agreement and what is set out in any of the Schedules or Quote, the order of precedence shall be the Quote, followed by the Agreement, followed by the Schedules. If there is any inconsistency between what is set out in any of the conditions in this Agreement and what is set out in any variation agreed and initialled by the Parties the variation shall prevail.
  • 1.7 This Agreement constitutes the entire agreement between the Parties relating to the Agreement for the provision of Services. The Agreement supersedes any representations, documents, negotiations or understandings, whether oral or written, made, carried out or entered into before the date of this Agreement, except that this clause shall not exclude liability in respect of any fraudulent misrepresentation.

2. COMMENCEMENT AND TERM

  • 2.1 Unless otherwise specified in the Quote or terminated in accordance with clause 14, this Agreement shall be valid for an initial period of 3 (three) years commencing on the Commencement Date and thereafter shall continue for annual periods (“Term”).
  • 2.2 The Agreement will automatically renew on the anniversary each year thereafter on the same terms, save for the renegotiation of Charges, if the Customer does not serve notice 2 (two) months prior to the end of the initial period or on any subsequent anniversary of the Commencement Date.
  • 2.3 If the Customer terminates this Agreement at any time during the initial period or prior to the completion of a Term as mentioned in clause 2.1, the Customer shall pay the Supplier an early termination compensation fee on or before the date of termination. The Early Termination Compensation Fee shall be the balance of the monthly Charge for the remainder of the initial period or the subsequent Term plus an additional three months Charge.

3. THE SUPPLIER’S RESPONSIBILTIES

  • 3.1 The Supplier shall provide the Services to the Customer and the Authorised Service Recipients during the Term in accordance with the terms set out in this Agreement and shall allocate sufficient resources to the Services to enable it to comply with this obligation.
  • 3.2 The Supplier will endeavour to meet, the Services’ delivery dates and any other dates for delivery of the Services agreed in writing by the Parties.
  • 3.3 The Supplier agrees to:
    • co-operate with the Customer in all matters relating to the Services;
    • appoint a Supplier Manager whose details are to be communicated to the Customer at the time of start of the agreement. The Supplier Manager can be replaced at any time.
    • ensure that the Supplier’s employees and personnel use reasonable skill and care in the performance of the Services;
    • where it is providing any Services at the Premises, observe, and ensure that the Supplier’s employees and personnel observe, all health and safety rules and regulations and any other reasonable security requirements that apply at the Premises and that have been communicated to the Supplier;
    • notify the Customer as soon as it becomes aware of any problems, delays or health and safety hazards which arise in relation to the Services; and
    • obtain and, at all times, maintain all necessary licences and consents and comply with all relevant laws and regulations in relation to the Services.
  • 3.4 The Supplier warrants to the Customer that:
    • it will perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards in the industry;
    • that any replacement parts will be of merchantable quality and reasonably fit for their purpose.
    • the Services will conform with all descriptions and specifications provided to the Customer by the Supplier; and
    • the Services will be provided in accordance with all applicable laws, statutes and regulations from time to time in force;
    • it has all rights, licenses, consents and approvals necessary to perform its obligations under this Agreement;
    • neither the Services, or the use thereof by the Customer, infringe upon or violate the rights of any third party, including, without limitation, any Intellectual Property Rights.
  • 3.5 The Customer’s rights under this Agreement are in addition to the statutory terms set out by the Supply of Goods and Services Act 1982, the Sale of Goods Act 1979 and any other applicable statute.
  • 3.6 The provisions of this clause 3.4 shall extend to any substituted or remedial services provided by the Supplier.
  • 3.7 The Supplier does not warrant that the provision of the Services as specified in the Quote will cause the Hardware or the Software to operate without interruption or error. Technical Support
  • 3.8 The Supplier will provide the Customer through authorised contacts with technical support on setting up and configuring the Services, access to the Services, and other issues related to the Services. Only those contacts agreed between the Parties may request information or changes pursuant to the Agreement.
  • 3.9 The Supplier will provide the services for the items in the quote. Details of the nature of the service are outlined in Schedule 1

4. MANAGED EXCLUSIONS

  • 4.1 The Supplier excludes the correction of any fault due to:
    • the Customer’s failure to maintain a suitable environment for the supported Equipment;
    • the Customer’s gross neglect or misuse of the Services or any serious or repeated failure to operate the services correctly;
    • the alteration or maintenance of the services by any party other than the Supplier without the Supplier’s prior consent;
    • the use of defective or inappropriate supplies with the services;
    • any accident or disaster affecting the Services or software or Hardware including without limitation fire, flood, water, wind, lightning, transportation, vandalism or burglary;
    • the use of the services outside the specifications specified by the manufacturer;
    • work requested by the Customer out of scope as defined in schedule 1.
    • the provision of supplies for use in association with the services, this will include such items as the printer head, fuser unit, developer and drum on a printer; internal batteries and such other items whose serviceable lives are defined by the original manufacturer of the equipment by reference to the volume or amount of usage of the Equipment e.g. Laser Printer Engines.

5. THE CUSTOMER’S OBLIGATIONS

  • 5.1 The Customer shall:
    • a. co-operate with the Supplier in all matters relating to the Services and appoint a Customer’s Manager in relation to the Services, whose details are set to be communicated to the Supplier by the start date, who shall have the authority contractually to bind the Customer on matters relating to the Services and provide such access to the Customer’s Premises as may reasonably be required by the Supplier and agreed with the Customer in advance, for the purposes of the Services;
    • b. provide such information as the Supplier may reasonably request and the Customer considers reasonably necessary, in order to carry out the Services in a timely manner;
    • c. inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s Premises; and
    • d. notify the Supplier of any additional Equipment fitted at the Premises following the Commencement Date or any changes to the Equipment after such
    • e. The Customer warrants and undertakes that it has full authority to permit the supplier to perform the installation of Equipment and provision of the Service or Services as specified in the Order.
  • 5.2 The Customer agrees to
    • a. follow the guidance contained or referenced in any manual or document provided and use the Supplier’s Services in the way intended
    • b. provide the Supplier with timely and good quality information with which to service Customer’s requests when required.
    • c. make time to test and approve changes which the Supplier makes on Customer’s behalf;
    • d. provide at least 2 working days’ notice of any activity that is likely to affect the Supplier’s ability to provide the Services including but not limited to any work by third parties that might impact the Supplier’s ability to provide the Services;
    • e. make the Supplier aware of any of Customer’s policies and procedures that impact the Supplier;
    • f. be responsible for staff awareness and application of any issued Supplier or Customer policies;
    • g. be responsible for the compliance of Customer staff with these policies;
    • h. be responsible for staff security awareness training and compliance;
    • i. ensure Customer manager’s staff are aware of their obligations and that there are procedure to enable them to meet them;
    • j. be responsible for all third-party software, services and systems that are outside the control of the Supplier.
  • 5.3 Requests for modification to the services will be considered on a case-by-case basis. Approval of such modifications will be at the Supplier’s sole discretion.
  • 5.4 The Supplier does not guarantee any particular result from non-standard configurations nor can it be held liable in any way for Service performance changes or failures which result from non-standard configurations.

6. CHARGES AND PAYMENT

  • 6.1 In consideration of the provision of the Services by the Supplier, the Customer shall pay the Charges in accordance with the Payment Terms. The Charges shall include all costs incurred by the Supplier in performing its obligations under the Agreement.
  • 6.2 The Supplier shall invoice the Customer for the Charges in accordance with the Payment Terms.
  • 6.3 The Customer shall pay each invoice within 30 days of receipt.
  • 6.4 In the event of non-payment or default in payment by the Customer in accordance with agreed terms, the Supplier shall be entitled without prejudice to any other right or remedy to suspend the provision of the Services to the Customer,  charge interest, as per the Late Payment of Commercial Debts (Interest) Act 1998 and subsequent amendments, and add any reasonable legal fees and debt recovery charges in respect of all invoices which are not wholly paid by the due date.
  • 6.5 Sums payable pursuant to this Agreement are exclusive of Valued Added Tax (“VAT”) which shall be paid at the prevailing rate providing it is properly detailed on an invoice in compliance with prevailing legislation.
  • 6.6 If Supplier and Customer fail to reach agreement on any VAT matter pursuant to this Agreement, Customer and Supplier may refer the matter to Her Majesty’s Revenue and Customs or a VAT tribunal for determination.
  • 6.7 For the avoidance of doubt the pricing shall be deemed to be inclusive of all prior agreed upon travelling expenses, insurance costs and all other miscellaneous expenses incurred by the Supplier in the provision of Services.
  • 6.8 The Customer may not set off any amount owing at any time against any amount payable by the Customer to the Supplier under this Agreement.
  • 6.9 Additional charges and payment terms are outlined in Schedule 2.

7. SERVICE REVIEWS

  • 7.1 The Customer shall appoint Customer Manager who will have overall responsibility for managing the relationship within the Agreement and issuing instructions to the Supplier in respect of the overall Agreement.
  • The Supplier shall appoint a Supplier Manager who will have responsibility on behalf of the Supplier for the management of the overall Agreement.
  • The Supplier’s performance of the Services either designated by the Customer Manager or to the terms of this Agreement shall be monitored by the Customer Manager, who shall be entitled to make recommendations to the Supplier for improving the standard of the Supplier’s performance in undertaking the Services.
  • The Supplier Manager will have a regular liaison ( via telephone conference, Skype or face to face meeting with the Customer Manager (the “Liaison Meeting”) to discuss the Services being provided and to agree whatever progress reports or notes are required to deliver the Services.
  • At Liaison Meetings the Customer Manager and Supplier Manager will review, among other things, issues relating to the day to day performance of the Services, and the Agreement monitoring systems detailed in the specification, including but not limited to, such things as user feedback.
  • If either Party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other in writing.

8. LIABILITY and INDEMITIES

  • The Supplier is responsible and will arrange at his own expense for sufficient insurance coverage against the financial consequences of third-party liability, illness, accidents and the like. Upon request, Supplier shall provide Customer with written evidence of such insurance.
  • Except as provided in clause 8.3, the Supplier’s total liability in respect of any default under this Agreement shall not exceed the total amount being paid under this Agreement.  If a number of defaults give rise to substantially the same loss or are attributable to the same or similar cause, then they shall be regarded as giving rise to only one claim.  The Supplier will be afforded a reasonable opportunity to remedy any such default.
  • During the term of this Agreement, the Supplier shall maintain in force, with a reputable insurance company, public liability insurance and professional indemnity insurance in an amount not less than £1,000,000 per incident, and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium.
  • Save for the provisions of clause 8.3 the Supplier shall not be liable to the Customer in any circumstance or to any extent whatever in respect of any damage or loss caused to the Customer unless written notice is received by the Supplier at the address of the Supplier within five days of such loss occurring.
  • The Supplier cannot be held accountable for individual loss of goods or property not securely kept or insured.
  • The Supplier accepts no liability for data loss including but not limited to viruses, trojans, hacking, DDOS attacks, unauthorized access, password breach or data corruption due to faulty hardware or corrupt backup or disaster recovery data sets where the Supplier has enacted due diligence in it deliverable  or any works.
  • The Customer shall be liable for any additional costs or expenses incurred by the Supplier in performing the Services to the extent that these are due to the Customer’s failure to perform any of its obligations set out in this Agreement.
  • The Supplier accepts no liability for third party systems unless the Supplier is the original system installer.
  • The Customer shall at all times take all reasonable steps to minimize and mitigate any loss or damage for which the Customer is entitled to bring a claim against the Supplier under the terms of this Agreement.
  • The Supplier is not responsible for the correction or restoration of any data howsoever lost, corrupted or damaged unless the Supplier has contracted to provide Web Backup Service or Disaster Recovery Service.
  • Nothing in this Agreement shall affect the statutory rights of a consumer as defined in the applicable legislation.

9. INTELLECTUAL PROPERTY RIGHTS

  • In providing the Services, the Supplier does not assign to the Customer any of its existing and future Intellectual Property Rights in the execution of the Services under this Agreement.
  • The Supplier hereby grants to the Customer a perpetual non-exclusive royalty-free license to use any deliverable or material created by the Supplier in the performance of this Agreement in which, but for this clause 9.2, the Supplier would own the IPR (including but not limited to data, drawings, design, working papers and the contents of any report). The Supplier agrees that the Customer may without let or hindrance publish, alter, release, license or otherwise exploit and deal with such material as it thinks fit, via any medium.
  • The Supplier warrants that the delivery of the Services (excluding the Customer Materials), and their use by the Customer in accordance with the terms of this Agreement, will not infringe the Intellectual Property Rights of any third party.
  • Subject to the Customer’s compliance with Clause 9.1, the Supplier hereby indemnifies and undertakes to keep indemnified the Customer against any losses, damages, claims, obligations, liabilities, costs and expenses (excluding legal fees and costs and expenses incurred in investigating, preparing, defending or prosecuting any litigation, claim, proceeding or demand) arising out of or in connection with any breach by the Supplier of the warranty in in this Clause 9 during the Term of this Agreement.
  • The Customer will, upon becoming aware of an actual or potential IPR infringement and claim, notify the Supplier; and
  • provide the Supplier all reasonable assistance in relation to the IPR infringement or claim; and
  • allow the Supplier the exclusive conduct of any claim and all related disputes, proceedings, negotiations and settlements; and
  • not admit liability in connection with any claim or settle any claim without the prior written consent of the Supplier.
  • Works and materials comprised in the delivery of the Services, the Intellectual Property Rights in which are owned in whole or part by a third party (excluding the Customer Materials) will be, as agreed between the parties:
  • supplied in accordance with the relevant licensor’s standard terms for online use;
  • supplied on licence terms notified by the Supplier to the Customer;
  • sub-licensed by the Supplier to the Customer on terms notified by the Supplier to the Customer; and/or
  • sub-licensed by the Supplier to the Customer on the basis of a non-exclusive, worldwide, royalty-free licence to use the works and materials in connection with the delivery of the Services.

10. DATA PROTECTION

  • For the purposes of this clause, ‘Data Subject’, ‘Personal Data’, ‘Data Controller’ and ‘Data Processor’ shall all have the meaning set forth in the Data Protection Act 2018(“GDPR 2018”).
  • The parties acknowledge that, in performing the Services, the Supplier may be processing personal data on behalf of the Customer. Both Parties warrant that they will duly observe all their obligations under the GDPR 2018 which arise in connection with this Agreement. In particular, where the Supplier processes Personal Data on behalf of the Customer, the Supplier warrants that it will:
  • process Personal Data only in accordance with this Agreement and act on and comply with instructions of the Customer as the Data Controller, given and varied by the Customer from time to time;
  • establish and maintain at all times appropriate technical and organisational measures to prevent the unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
  • where a Data Subject exercises his or her right under the GDPR 2018 in respect of Personal Data processed by the Supplier on behalf of the Customer or where the Customer is required to deal or comply with any assessment, enquiry, notice or investigation by the Information Commissioner, the Supplier will cooperate as requested by the Customer to enable the Customer to comply with the obligations of the Customer (as Data Controller) under the GDPR 2018 which arise as a result of the exercise of such rights or as a result of such assessment, enquiry, notice or investigation.
  • cooperate with the Customer to the extent permitted by the Supplier’s security policies and procedures to enable it to monitor compliance with the obligations referred to in this clause 12; and
  • immediately notify the Customer if it breaches its data processing and information security obligations under this Agreement (including this clause 10) and also notify the Customer if it is investigated by any governmental or regulatory body regarding any breach of the GDPR 2018 pertaining to Personal Data it is processing.
  • While a Customer account is active, the Supplier shall retain Customer data if hosted services are provided.
  • The Supplier shall not be responsible for retaining any of your data after account termination. All data is deleted from the servers after a Customer account is terminated and from backups during scheduled backup rotation. The Supplier shall not send out any data pertaining to terminated accounts, unless specifically noted in a Schedule attached to this Agreement.

11. CONFIDENTIALITY

  • 11.1 All technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential or commercially sensitive nature belonging to a party and any other confidential information concerning such party’s business, products or services shall be termed “Confidential Information” for the purposes of this Agreement.
  • 11.2 Any Confidential Information provided by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), regardless of whether such information was provided prior to or after the date of this Agreement, shall be regarded as confidential and shall not be disclosed to any third party for a period of five (5) years without the prior consent of the Disclosing Party, save that this clause shall not apply to any information:
  • required to be disclosed by law or a competent authority;
  • which comes into the possession of one party prior to its disclosure by the other party;
  • 11.3 which is acquired lawfully and in good faith from an independent third party; or
  • which is already in the public domain other than as a result of a breach of this clause by the Receiving Party.
  • The restrictions contained in clause shall not prevent either Party from disclosing such of the information received from the Disclosing Party to its employees, agents and professional advisors as may be necessary to fulfil their obligations under this Agreement (“Recipients”), provided that such Recipients are apprised of, and undertake to observe, the conditions of confidentiality herein set out and the Receiving Party remains liable for the Recipient’s performance therewith.

 

For Software Services

This Agreement forms part of the Quote and commences from the date of signing of the Quote.

1. Definitions and Interpretations

  • “Agreement” shall mean this agreement and all schedules, Quotes and amendments signed and initiated by the Parties (Company and Client) and attached hereto or referenced herein.
  • “Business Day” means any day other than a Saturday or a Sunday or a day that is a holiday in India.
  • “Business Hours” means 9:30 am until 6:30 pm Indian Standard Time on Business Days.
  • “Charges” means the charges for the Services set out in the Quote.
  • “Client”, means the individual or entity receiving a software Quote and potential Services from the Company.
  • “Commencement Date” means the date of signing of the Quote by the Client representative.
  • “Company” means FLR Spectron Ltd or any of its subsidiaries that will be providing the services as mentioned in the Quote.
  • “Equipment” means the equipment and computer hardware and software used by the Client at the Premises from time to time.
  • “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
  • “Minimum Term” means the period of 12 months (or as specified in the Quote) from the Commencement Date.
  • “Payment Terms” means the periods at which the Charges shall be payable, as set out in the Quote and Schedule 2.
  • “Premises” means those of the Client’s premises identified in the Quote, as amended by written agreement of the parties from time to time.
  • “Quote” means the document which contains the details of the Services that will be provided.
  • “Services means software services and other services being provided by the Company under this Agreement as set out in the Quote, together with any other services which the parties agree in writing that the Company shall provide to the Client from time to time.
  • “Term” means the duration of the Agreement.
  • “Year” means the 12 months period from the Commencement Date to the anniversary thereof and each successive 12 months period thereafter.

2. Acceptance of Quote

  • The Client acknowledges that all Quotes provided by the Company are subject to change until a formal agreement has been reached and accepted by both the parties.
  • By accepting the Quote, the Client agrees to abide by the terms and conditions outlined in this document.

3. Scope of Work

  • The scope of work will be defined in the Quote, including deliverables, timelines, and any specific requirements. Any changes or additional work must be agreed upon in writing by both parties.
  • For Fixed Price project, anything beyond the agreed scope will be charged extra as per the Company’s Day rates.
  • Any business analysis required for the scope of work will be chargeable.

4. Commencement and Term

  • This Agreement shall come into existence on the Commencement Date and, subject to clause 11 of this Agreement, shall continue for the Minimum Term (or the project duration) and thereafter until terminated by either party upon the giving of 90 days prior notice to the other, such notice to take effect following the Minimum Term and on the anniversary of the Commencement Date of the service(s).
  • Upon expiry of the Minimum Term, or any anniversary thereafter, this Agreement will renew automatically for further periods of 12 months (“Subsequent Term”) unless terminated by either Party in accordance with the terms of this Agreement.
  • If the Client terminates this Agreement at any time during the Minimum Term or prior to the completion of a Subsequent Term, the Client shall pay the Company an early termination compensation fee on or before the date of termination. The Early Termination Compensation Fee shall be the balance of the monthly Charge for the remainder of the Minimum Term or the Subsequent Term, subject to a minimum of 3 months.

5. The Client’s Responsibilities

  • The Client shall respond to and provide in a prompt and timely manner such documentation, data and other information as the Company reasonably requests in order for the Company to perform its obligations under this Agreement.
  • The Client shall provide the Company with reasonable access to the appropriate members of the Client’s staff, as such access is reasonably requested by the Company, in order for the Company to discharge its obligations under this Agreement in a timely and efficient manner.
  • The Company shall not be liable for any delay or failure to perform the Services to the extent that these are due to or caused by:
    • the Client’s failure to perform any of its obligations set out in this Agreement; or
    • the Company following or adhering to any instruction of the Client or its officers or employees.
  • The Client shall be liable for any additional costs or expenses incurred by the Company in performing the Services to the extent that these are due to the Client’s failure to perform any of its obligations set out in this Agreement.

6. The Company’s Responsibilities

  • a. The Company shall provide the Services to the Client during the Term in accordance with the terms set out in this Agreement and shall allocate sufficient resources to the Services to enable it to comply with this obligation.
  • b. The Company will endeavor to meet the Services’ delivery dates and any other dates for delivery of the Services agreed in writing by the Parties.
  • c. For any third-party products, licenses or Services provided the Company’s liability is limited to the liability given by the third party and the Company Services is limited to coordination with the third party.
  • d. The Company will provide the Client through authorised contacts with technical support on setting up and configuring the Services, access to the Services, and other issues related to the Services.
  • e. The Company will provide the development environment for the Services agreed in the scope except third-party Services. The Client is responsible to provide the testing, staging, pre-production, production environment and the required third-party licenses.
  • f. The Company will provide the services mentioned in the Quote and as per the conditions in Schedule 1.

7. Managed Exclusions

The Company excludes the correction of any fault due to:

  • a. the Client’s failure to maintain a suitable environment for the supported Services.
  • b. the Client’s gross neglect or misuse of the supported Service or any serious or repeated failure to operate the supported Service correctly.
  • c. the alteration or maintenance of the supported Service by any party other than the Company without the Company’s prior consent.
  • d. the relocation of the supported Service except if performed by or under the direction of the Company.
  • e. the use of defective or inappropriate third-party software with the supported Service.
  • f. any accident or disaster affecting the Hardware including, without limitation, fire, flood, water, wind, lightning, transportation, vandalism, or burglary.
  • g. the use of the supported Service outside the specifications specified by the Company.

8. Charges And Payment

  • a. In consideration of the provision of the Services by the Company, the Client shall pay the Charges in accordance with the Payment Terms. The Charges shall also include all costs incurred by the Company in performing its obligations under the Agreement as mentioned in the Quote.
  • b. The Company shall invoice the Client for the Charges in accordance with the Payment Terms.
  • c. The Client shall pay each invoice within 30 days of the date of invoice.
  • d. Sums payable pursuant to this Agreement are exclusive of Valued Added Tax (“VAT”) which shall be paid at the prevailing rate providing it is properly detailed on an invoice in compliance with prevailing legislation.
  • e. If Company and Client fail to reach agreement on any VAT matter pursuant to this Agreement, Client and Company may refer the matter to His Majesty’s Revenue and Customs or a VAT tribunal for a determination.
  • f. The Client may not set off any amount owing at any time against any amount payable by the Client to the Company under this Agreement.

9. Intellectual Property Rights

  • All intellectual property rights, including copyrights and patents, related to the software and services provided will remain the property of the Company except any intellectual property developed specifically for the client and mentioned in the Quote. This includes any Company’s existing and future Intellectual Property Rights.
  • The Client is granted a non-exclusive, non-transferable license to use the software in accordance with the terms and conditions outlined in the software Quote.

10. Warranty and Support

  • The Company will provide a limited warranty for the Services as specified in the Quote.
  • The Company may offer support services as detailed in the Quote, and any additional support will be subject to separate arrangements and fees.
  • The Company warrants that the delivery of the Services, and their use by the Client in accordance with the terms of this Agreement, will not infringe the Intellectual Property Rights of any third party.

11. Confidentiality

  • All technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential or commercially sensitive nature belonging to a party and any other confidential information concerning such party’s business, products or services shall be termed “Confidential Information” for the purposes of this Agreement.
  • Any Confidential Information provided by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), regardless of whether such information was provided prior to or after the date of this Agreement, shall be regarded as confidential and shall not be disclosed to any third party for a period of five (5) years without the prior consent of the Disclosing Party, save that this clause shall not apply to any information:
    • required to be disclosed by law or a competent authority.
    • which comes into the possession of one party prior to its disclosure by the other party..
    • which is acquired lawfully and in good faith from an independent third party; or
    • which is already in the public domain other than because of a breach of this clause by the Receiving Party.
  • The restrictions contained in this clause shall not prevent either Party from disclosing such of the information received from the Disclosing Party to its employees, agents and professional advisors as may be necessary to fulfil their obligations under this Agreement (“Recipients”), provided that such Recipients are apprised of, and undertake to observe, the conditions of confidentiality herein set out and the Receiving Party remains liable for the Recipient’s performance therewith.

12. Termination

  • Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement immediately on giving written notice to the other if:
    • the other Party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;
    • an order is made or a petition presented for the bankruptcy of, winding up of, or for a provisional liquidator to be appointed in respect of, the other Party; a resolution is passed or a meeting convened for the purpose of winding up the other Party; an administration order is made or an application presented for an administration order to be made against the other Party; a notice of intention to appoint administrators or a notice of appointment of administrators is filed in relation to the other Party; a receiver is appointed over any of the other Party’s property or business; the foregoing is taken or threatened in respect of any of the other Party’s assets; the other party makes a composition in satisfaction of its debts, enters into a scheme of arrangement or any other compromise or arrangement with some or all of its creditors and/or members or such an arrangement being proposed; the other party ceases or threatens to cease trading; or the other Party suffers any similar action to any of the above;  or the other Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
  • On termination of this Agreement for any reason, the Company shall within 5 Business Days deliver to the Client on completion of clause 11.c:
    • all Confidential Information and all material, information and data provided by the Client to the Company for the purposes of this Agreement. the Company shall certify to the Client that it has not retained any copies of such material, information or data, except for one copy which the Company may use for audit purposes only and subject to the confidentiality obligations; and
    • any reports or other deliverables required under this Agreement in respect of the Services provided up until termination, whether or not completed.
  • On termination of this Agreement for any reason the Client shall pay the Company for any invoices due and for any charges accrued up to the point of termination including any early termination charges, if applicable.

13. Liability and Indemnity

  • The Parties will accept liability for:
    • death or personal injury resulting from its negligence.
    • fraud or fraudulent misrepresentation.
    • any other liability which cannot be excluded by law.
  • The Company’s total liability in respect of any default under this Agreement shall be limited to £500 for any one incident and £1,000 in aggregate but in no event shall the Company’s liability exceed the amount paid by the Client to the Company.  If several defaults give rise to substantially the same loss or are attributable to the same or similar cause, then they shall be regarded as giving rise to only one claim.  The Company will be afforded a reasonable opportunity to remedy any such default.
  • Except as provided in Clause 12.a the Company shall not be liable for:
    • loss of business, profits, revenue, anticipated savings, (even where the same arise directly from a breach of these conditions).
    • special, indirect, or consequential losses, even if foreseeable by or in the contemplation of the Company; or
    • any claim made against the Company by any other person.
    • Lightning damage, storm, fire, or flood including deliberate acts of vandalism are specifically excluded from the Company’s Services.
  • During the term of this Agreement, the Company shall maintain in force, with a reputable insurance company, public liability insurance and professional indemnity insurance in an amount not less than £1,000,000 per incident, and shall, on the Client’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium.
  • Save for the provisions of clause 12.a the Company shall not be liable to the Client in any circumstance or to any extent whatever in respect of any damage or loss caused to the Client unless written notice is received by the Company within five days of such loss occurring.
  • The Company accepts no liability for data loss including but not limited to viruses, trojans, hacking, DDOS attacks, unauthorized access, password breach or data corruption due to faulty hardware or corrupt backup or disaster recovery data sets.
  • The Client shall be liable for any additional costs or expenses incurred by the Company in performing the Services to the extent that these are due to the Client’s failure to perform any of its obligations set out in this Agreement.
  • The Company accepts no liability for third party systems or services.
  • The Client shall at all times take all reasonable steps to minimize and mitigate any loss or damage for which the Client is entitled to bring a claim against the Company under the terms of this Agreement.

14. Force Majeure

  • Neither Party to this Agreement shall be liable to the other nor held in breach of this Agreement if either Party is prevented, hindered or delayed in the performance of its obligations under this Agreement by any act of God, war, riot, civil commotion, explosion, fire, radiation, accident, terrorism, government action, interruption in the supply of power, labour dispute, epidemic or other circumstances beyond the control of the Parties which prevents a Party from, or hinders or delays a Party in, performing its obligations under this Agreement (and which the application of due diligence and foresight could not have prevented).
  • If due to any of the circumstances listed in clause 13.a either Party is prevented, hindered or delayed in the performance of their obligations in accordance with this Agreement that Party shall as soon as reasonably practicable notify the other in writing of such prevention, hindrance or delay and the reasons therefore whereupon the operation of this Agreement shall be suspended.
  • The suspension of the operation of this Agreement shall continue during the period (and only during the period) that such prevention, hindrance or delay due to the circumstances listed in clause 13.a continues. Upon those circumstances ceasing to prevent, hinder or delay the performance of the obligations of the Party relying upon it that Party shall give written notice to the other Party of this fact.
  • If either Party is prevented from performing their obligations due to any of the circumstances listed in clause 13.a for longer than 14 days either Party may immediately terminate this Agreement upon service of 7 days written notice to the other Party.

15. Data Protection

  • For the purposes of this clause, ‘Data Subject’, ‘Personal Data’, ‘Data Controller’ and ‘Data Processor’ shall all have the meaning set forth in the Data Protection Act 2018(“GDPR 2018”).
  • The parties acknowledge that, in performing the Services, the Company may be processing personal data on behalf of the Client. Both Parties warrant that they will duly observe all their obligations under the GDPR 2018 which arise in connection with this Agreement. In particular, where the Company processes Personal Data on behalf of the Client, the Company warrants that it will:
    • process Personal Data only in accordance with this Agreement and act on and comply with instructions of the Client as the Data Controller, given and varied by the Client from time to time.
    • establish and maintain at all times appropriate technical and organisational measures to prevent the unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.
    • where a Data Subject exercises his or her right under the GDPR 2018 in respect of Personal Data processed by the Company on behalf of the Client or where the Client is required to deal or comply with any assessment, enquiry, notice or investigation by the Information Commissioner, the Company will cooperate as requested by the Client to enable the Client to comply with the obligations of the Client (as Data Controller) under the GDPR 2018 which arise as a result of the exercise of such rights or as a result of such assessment, enquiry, notice or investigation.
    • The Company shall:
      • delete Personal Data that it is processing on The Client’s behalf upon the Client’s written request.
      • cooperate with the Client to the extent permitted by the Company’s security policies and procedures to enable it to monitor compliance with the obligations referred to in this clause; and
      • immediately notify the Client if it breaches its data processing and information security obligations under this Agreement (including this clause) and also notify the Client if it is investigated by any governmental or regulatory body regarding any breach of the GDPR 2018 pertaining to Personal Data it is processing.

16. Non-solicitation

Neither party shall (except with the prior written consent of the other party) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of the other party any person employed or engaged by such other party in the provision of the Services or in the receipt of the Services or who was so employed in the prior 12 months at any time during the term of this Agreement or for a further period of 12 months after the termination of this Agreement.

If either the Company or the Client commits any breach of , the breach of this clause 15, the breaching party shall, on demand, pay to the claiming party a sum equal to 100% of one year’s basic salary or the annual fee that was payable by the claiming party to that employee, worker or independent contractor plus the recruitment costs incurred by the claiming party in replacing such person.  The parties agree that such sum is a genuine pre- estimate of the loss likely to be suffered by the claiming party (in particular but without limitation the training costs associated with a permanent replacement and the enhanced costs associated with an interim replacement).

17. Assignment

Neither Party may, without prior written notice to the other Party, assign, transfer, charge, mortgage or subcontract this Agreement or all or any of its rights or obligations under this Agreement.

18. Governing Law

This Agreement is governed by, and is to be construed in accordance with, English law and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.

19. Entire Agreement

This document constitutes the entire agreement between the Company and the Client and supersedes all prior agreements and understandings.

20. Amendments

Any changes or amendments to this Agreement must be made in writing and signed by both parties.

SCHEDULE 1

Additional terms and conditions related to the Services in the Quote:

  • Tools
    • a. Project Management Tool: The Company will use their own Project Management tool for the project planning and execution. Only tool supported reports will be generated and shared on request. The Client will have access to the Project Management tool at an extra cost. No external sync will be supported with the tool.
    • Version Control: The Company will use their own Version control tool/server. No external sync will be supported.
  • Technology:
    • a. Company is free to choose the right technology for the project before the work commences.
    • a. Company is free to choose the right technology for the project before the work commences.
  • Third-party Software/Licenses::
    • a. Extra charges will apply for any software/third party apps etc which are not mentioned in the Quote.
  • Communication::
    • a. All communication must be through official channels only. The Company will make the resources available on email, Teams. Client must not contact the Company resources on their personal numbers.
    • b. There should be a single point of contact from the Client for feedback and any communications with the Company.
    • c. If timelines are affected by delays in the feedback, Company has the right to provide new timelines as per the resource availability.
  • Remote Insourcing
    • a. If number of hours agreed (per duration) to in the Quote are not utilised they lapse automatically. There is no carry forward.
    • b. Each resource will work for 7 hours in a Business Day.
    • c. Unless otherwise mentioned in the Quote, the Company agrees to provide a total of 219 man-days of service per annum, defined as the equivalent of one individual working 219 Business Days during Business Hours within a calendar year, excluding weekends, public holidays, and other agreed non-working days.
  • Timesheets
    • a. The timesheets will be provided only if mentioned in the Quote.
  • Expenses
    • a. The Client shall reimburse the Company all out of pocket expenses wholly and reasonably incurred by the Company in the proper performance of its obligations hereunder. The Company will inform the Client in advance for all incidentals/out of pocket expenses that will be incurred for performance of its services and will seek prior written approval for expenses and proceed with the purchase only after approval is granted.
  • Handover
    • a. Final delivery of the software, source code, artifacts etc. will be handed over to the Client only on payment of all pending dues includes any late fees or interest charges.
    • b. Offboarding charges will be applicable for any artifact needed extra from the agreed scope as per standard Day rates.
  • Additional man days and Out of Hours Rate
    • a. In the event that the Client requires ad-hoc additional man days of Services to be performed in excess of the number specified in the Quote, then subject to firstly the Client providing a suitable written order or similar and secondly the availability of the required Company resources, the Company shall perform such additional days. The Client shall be charged the following applicable standard rate for the provision of such additional days of Services:

Remote Support (for any support items purchased)

Email Support

Telephone and email support will be provided by the Company on Business Days.

Email support is obtained from software@flrs.co.uk

Maintenance 

Scheduled Maintenance

To ensure optimal performance and security of the Services, the Company will routinely perform maintenance on a regularly scheduled basis for Servers and Communication equipment specified in the Quote. This may require specific Services to be suspended during the maintenance period. The Company schedules maintenance to minimize disruption to our Clients.

Emergency Maintenance

Under certain circumstances the Company may need to perform emergency maintenance, such as security patch installation or hardware replacement. The Company will not be able to provide you with advanced notice in case of emergency maintenance.