In these terms and conditions: a) "Services" means the provision by Magnific t/a DSIV Ltd. Ltd. to client of the services described in the Description of Work overleaf. b) “Project Staff” means employees of, consultants to, and subcontractors of Magnific t/a DSIV Ltd. Ltd. who are or have been directly involved with the provision of the Services or with Magnific t/a DSIV Ltd. Ltd.’s product development. c) "Commencement Date" means the date on which the provision of the Services will commence. d) "Estimated Period" means the period of time from the Commencement Date in which the Services are estimated to be provided. e) "Fees" means the fees payable for the Services set out overleaf. f) “Notice Period” means the period of that either party must give the other in order to terminate this Agreement.
2.1 With effect from the Commencement Date DSIV Ltd. Ltd. will provide the Services to client. 2.2 Where Project Staff work on client's site they will abide by the safety and security regulations provided to them by client. It is assumed that access will be provided to specific premises, computer installations, and key staff during normal working hours and at other times by arrangement with client's project co-ordinator. 2.3 Unless otherwise specified in the description of Fees overleaf, Fees are based on Project Staff working normal hours (9.00am - 5.00pm Monday to Friday). Where Services are taking place outside the DSIV Ltd. Ltd.'s office, DSIV Ltd. Ltd. will charge reasonable travel and subsistence costs incurred, subject to prior approval by client, in addition to the Fees. 2.4 The copyright and any other intellectual property rights in and to any documents drawings, charts, data, computer programs and software (and any modifications thereto) relating to any of DSIV Ltd. Ltd.’s products that is used in the course of the provision of the Services will remain the sole property of DSIV Ltd. Ltd.. The copyright and any other intellectual property rights in and to any documents drawings, charts, data, computer programs and software (and any modifications thereto), relating to client’s internet-based website known as client.com and/or any other of client’s products provided by client or used during the provision of the Services will remain the sole property of client.
3.1 client agrees to pay the Fees in full on receipt of DSIV Ltd. Ltd.'s invoices to client within two weeks of invoice as per front page which will specify the amount due and the Services in respect of which payment is claimed. Value Added Tax will, where applicable, be payable by client in addition to the Fees specified above. 3.2 In addition to the Fees and where necessary and previously agreed client will pay DSIV Ltd. Ltd.’s reasonable costs incurred for travel and living and for consumable supplies (where DSIV Ltd. Ltd. staff are required to work outside their main DSIV Ltd. Ltd. office). No expenses shall be payable where not authorised in writing by client in advance 3.3 Without prejudice to DSIV Ltd. Ltd.'s other rights and remedies DSIV Ltd. Ltd. reserves the right to charge interest on the amount of any delayed payment at the rate of 1% per month or the maximum lawful rate whichever is the greater on a day to day basis from forty five (45) days from the date of the applicable DSIV Ltd. Ltd.’s invoice(s) until payment has been made in full.
4.1 DSIV Ltd. Ltd. will investigate any complaint by client that any of the Services are defective or have been provided in negligent manner. If agreed by the parties that a complaint is valid, DSIV Ltd. Ltd. will use all best endeavours to remedy the complaint by the provision of additional or modified Services at no charge to client. Where DSIV Ltd. Ltd. fail to take appropriate remedial measures according to clause 4.1 above or in client sole discretion DSIV Ltd. Ltd. is deemed to breach client editorial guidelines on more than five occasions, and has been notified in writing of such breaches, then client shall be entitled to terminate the Services immediately with no further payments due beyond those for services already satisfactorily undertaken. 4.2 DSIV Ltd. Ltd.'s undertakings in its written proposal and these terms and conditions constitute the sole contractual obligation of DSIV Ltd. Ltd. with regard to client or the Services or of any result produced by the Services. All warranties, conditions and representations express, implied, statutory or otherwise and whether arising under any prior agreement or in oral or written statements made by or on behalf of DSIV Ltd. Ltd. in the course of negotiations with client or its representatives are hereby excluded. 4.3 DSIV Ltd. Ltd. shall not in any event be liable for any special, incidental or consequential loss or damage including loss of business or profits or of data or information howsoever arising. 4.4 Nothing herein shall limit DSIV Ltd. Ltd.'s liability for death or personal injury caused by its negligence. 4.5 Any claim against DSIV Ltd. Ltd. in respect of negligence must be made in writing within one month from the end of the month in which client becomes aware of the events giving rise to the claim but in any event not later than three months following the completion of the part of the Service giving rise to such claim. 4.6 Save as provided above and irrespective of the cause or form of action the aggregate liability of DSIV Ltd. Ltd. to client hereunder or otherwise shall in no event exceed the amount of damages which are typical and foreseeable,, and in any event shall not exceed the aggregate total of the amounts paid by client to DSIV Ltd. Ltd. under this Agreement, whether or not due to breach of warranty, breach of any obligation, negligence, strict liability or other claim or cause of action. 4.7 If either party shall be delayed in its performance of any obligation hereunder or be prevented from performing any such obligation due to causes or events beyond its control, including without limitation any act of God, fire, strike or other labour problem, legal action, present or future law, government order, rule or regulation, such delay or non-performance shall be excused and the time for performance shall be extended to include the period of such delay or non-performance.
The parties acknowledge and agree that in performing the Services for client they and/or their employees, agents or sub-contractors will have access to confidential information belonging to the other. The parties undertake not to utilise any such confidential information for any purpose other than as required in the performance of this Agreement and not to disclose or otherwise make available the whole or any part of such confidential information to any third party except where necessary to its employees, agents or sub-contractors engaged in the performance of the Services. The parties further undertake to instruct such employees agents or sub-contractors not to disclose such confidential information to any third party and to enter into confidentiality agreements with them containing the substance of this Clause and requiring them to maintain confidentiality of such confidential information. During the provision of The Service, DSIV Ltd. Ltd. and client shall follow the 'data protection principles' making sure customers information are used fairly and lawfully; used for limited, specifically stated purposes; used in a way that is adequate, relevant and not excessive; accurate; kept for no longer than is absolutely necessary; handled according to people’s data protection rights; kept safe and secure; not transferred outside the UK without adequate protection.
Neither DSIV Ltd. Ltd. nor client may assign any of its rights or delegate any of its obligations hereunder without the prior consent of the other party. However, subject to receiving prior written notice, DSIV Ltd. Ltd. consents that client may assign this Agreement to an Affiliated Entity. For the purpose of this Agreement, “Affiliated Entity” shall mean a company that is owned and controlled by client.
Either party may terminate this Agreement by giving the other 3 days prior written notice after the initial three month period.
8.1 This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English courts. 8.2 These terms and conditions can only be varied by a written amendment signed by a director of DSIV Ltd. Ltd. and an authorised signatory of client. 8.3 If any of the provisions of this Agreement are invalid or become illegal or unenforceable then to that extent the offending provisions shall be deemed omitted and shall not effect the enforceability of the remaining provisions hereof which shall remain in full force and effect. 8.4 Neither party shall make public the existence of or the details of this Agreement without the prior written consent of the other.