Inition Terms and Conditions for Hardware and Software Supply

1. TERMS OF BUSINESS

These terms of business shall apply to any contract (‘the Contract’) between Inition Ltd, (‘Inition’), and the organisation which is to receive the goods and/or services from Inition, (‘the Client’) to the exclusion of any other terms and conditions.

2. RESPONSIBILITIES

Inition

2.1 The services to be provided under the Contract are detailed in Inition’s quotation, proposal or tender. The Client acknowledges that the services comprise the provision of individuals on a per diem basis at the designated premises and that no specific level of output is guaranteed or warranted by Inition. Any estimate by Inition as to the number of man days required by the Client or project timescales are given in good faith. Such estimate will not however imply or be deemed to imply any warranty or guarantee by Inition that additional man days will not be required to meet the Client’s objectives or the project will be completed within the estimated timescales.

2.2 Inition warrants that it will assign competent and suitably qualified individuals on a per diem basis to provide the services with reasonable skill and care. Client shall give Inition the reasonable opportunity to remedy any breach of this warranty without charge to Client

2.3 If an individual’s services are in the Client’s reasonable opinion unsatisfactory the Client shall notify Inition in writing. Inition will use reasonable endeavours to replace the individual with another of appropriate competence. If it is not possible to provide a replacement individual, Inition will inform the Client immediately and the Client shall have the right to terminate the services of the individual immediately upon written notice detailing the reason(s) for termination. The Client agrees that it will be liable to pay the charges in respect of all hours worked prior to receipt of written notification.

2.4 The Client may request additional services, including but not limited to training, data conversion, system design and development. Such services will be the subject of a further Inition quotation, proposal or tender and Client verbal, written or e-mail instructions to proceed.

2.5 Inition’s documentation formats, standards and methodologies will be followed unless agreed to the contrary.

2.6 Inition will endeavour to deliver the goods within the time agreed and if no time is agreed within a reasonable time, but in no circumstances will Inition be liable for loss or damage of any kind whatsoever caused directly or indirectly by any delay in the delivery of the equipment.

7 days following receipt of goods or performance of the services.

2.7 Unless otherwise specifically detailed within Inition’s quotation, proposal or tender Inition’s warranty obligations with respect to the goods or software is to pass-on the unexpired portion of supplier/manufacturer warranties applicable to the goods or software.

2.8 Risk in the goods shall pass to the Client when the goods are delivered to the Client. Title in the goods shall not pass to the Client until the purchase price has been paid in full. Inition may take re-possession of the good at any time after payment becomes due but has not been received.

2.9 Where Inition uses the Internet, a web site or telecommunication link to provide some of the services Inition shall not be liable for failing to provide such services to the extent such failure is due to the failure of the whole or part of the Internet or telecommunication link, unless such telecommunication link is the express responsibility of Inition to provide and maintain.

The Client

2.10 The Client is responsible for i) accurately specifying the services to be provided, (ii) ensuring the accuracy of any specification on which the supply of the equipment the software or the services are based, (iii) ensuring the accuracy of any specification produced during the course of the project once formally approved by the Client and (iv) that such specification meets the Client’s requirements under the Contract as set out in any quotation, proposal, tender or any other output produced and accepted implicitly or explicitly by the Client.

2.11 The Client will ensure that Inition’s staff whilst at the Client’s premises are provided during the Client’s normal working hours (or such other times as may be agreed) with reasonable working conditions which meet the minimum standard laid down in the current Health & Safety Legislation, computer facilities (including computer consumables, storage and data preparation facilities), office accommodation and facilities (including a telephone and a photocopying facility), and such assistance of the Client’s employees as Inition shall reasonably require.

2.12 Where Inition has been requested to provide equipment, licensed software, or services to the Client, the Client shall provide a suitable environment for installation. The Client shall be responsible for complying with all third party, end-user, licence or other agreement or terms and conditions (a copy of which can be provided upon request if not enclosed within our quotation, proposal or tender).

2.13 Where the Client has supplied data to enable Inition to perform the services, the data shall be in good condition and the Client shall retain a back up copy.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 The copyright and all other intellectual property rights of whatsoever nature in any programs reports or other written material of whatsoever nature created by Inition for the Client during the performance of the services shall be the property of Inition.

3.2 The Client acknowledges that elements of the services which constitute general know-how or expertise are part of Inition’s library of techniques, images, macros, stubs, code fragments of a reusable nature etc. (‘library items’) and that such library items are and will remain the exclusive property of Inition.

4. FEE STRUCTURE

4.1 Rates are quoted on a per diem basis based on a seven (7) hours’ working day between hours 0900 and 1700 Mondays to Fridays excluding UK Bank and Public Holidays and days chargeable are calculated at the rate of one per seven (7) hours worked. Part days or excess hours, so calculated, will be invoiced unless otherwise agreed in writing, on a pro-rated basis. Any equipment, software or services for which Inition has detailed a fixed price will be invoiced upon delivery.

4.2 Subject to reasonable notice, Inition’s staff shall be released for holidays, occasional training, and other Inition matters. Time taken off for these purposes will not be chargeable.

4.3 Time chargeable includes all time worked on the assignment on or off the Client’s premises and time committed at or out of Inition’s offices due to the requirements, location and schedules of the assignment. When the Client requires significant working outside normal hours a higher fee rate will be charged and will be notified to the Client by Inition in writing.

4.4 Inition shall maintain accurate records of the time spent and materials and computer time used in providing the services in Inition’s standard form.

4.5 Expenses incurred in the course of carrying out the services are invoiced monthly in arrears and payable by the Client. The Client will be charged for accommodation, travel at Inition’s pertaining car mileage rate, and aircraft, train, taxi or public transport charges as incurred.

Invoicing and Payment

4.6 Invoices will normally be raised monthly where credit terms have been agreed, and are payable in full within thirty (30) days of the date of invoice.

4.7 Unless stated otherwise, the Client agrees to pay the amounts due in respect of fees and expenses incurred in connection with the Contract, plus Value Added Tax at the prevailing rate. The Client shall make all payments due to Inition without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by Inition to the Client.

Overdue Accounts

4.8 Fees and expenses as stated above are payable in full and payment cannot be set off, delayed or deferred pending the outcome of any claim which may be made by the Client.

4.9 If the Client fails to make any payment when due then in addition to the fees payable (and without prejudice to any other right of Inition), interest shall accrue on the amount outstanding on a day to day basis from the due date in accordance with the Late Payment of Commercial Debts (Interest) Act 1998., Inition may also without notice suspend further performance of the services until such non-payment is remedied.

5. TIMING AND STAFFING

Where for any reason the Client is unable to provide facilities or access to relevant staff as required implicitly or explicitly by the Contract, or where  Client data or information provided is poor quality Inition will be entitled to charge the Client in respect of extra time worked or delays incurred by persons assigned to perform the services.

6. APPROVAL

6.1 Approval of services provided on a per diem basis will normally be by the issue by Inition of either a weekly timesheet or timesheet report of services provided. Inition requires notification within 5 days of receipt of the services of any disagreement with their content or disputed hours, otherwise the services will be deemed accepted.

6.2 The Client will be deemed to have accepted goods and software unless the Client notified Inition in writing within 5 days following receipt.

7. RECRUITMENT OF STAFF

The Client shall not solicit nor endeavour to entice away from Inition any employee engaged in the provision of the services to provide services for the Client other than pursuant to the Contract either during or within one year after the term of the Contract nor permit or procure others to do so.

8. TERMINATION

8.1 Either party may (without prejudice to its other rights against the other party) by written notice to the other party summarily suspend or terminate the Contract in the event that the other party:

8.1.1 has entered into any composition or arrangement (whether formal or informal) with his/its creditors or has a bankruptcy order made against him or has been made the subject of an application for an interim order under Section 253 of the Insolvency Act 1986 or has an interim receiver of his property appointed under Section 286 of the Insolvency Act 1986 or becomes the subject of a voluntary arrangement under Section 1 of the Insolvency Act 1986 or has a receiver manager administrator or administrative receiver appointed of its undertaking assets or income or any part thereof or has passed a resolution for its winding up or has a petition presented to any Court for its winding up or for an administration order.

8.1.2 shall be in breach of the terms and conditions of the Contract and fail to rectify such breach within thirty (30) days of receipt of written notice requiring it to do so.

9. EXCLUSIONS

9.1 Except as specified in clause 2.2 no condition or warranty is made or to be implied, whether by statute or common law or otherwise, as to the quality or fitness for purpose of any services, equipment of software supplied.

9.2 Inition’s liability shall be limited as set out in this clause 9.2. In this clause 9.2 'Claim' shall mean any claim against Inition whether in contract, strict liability or tort (including negligence) or otherwise:

9.2.1 Notwithstanding any other provision of this clause 9.2, Inition's liability for loss or damage in respect of death or personal injury resulting from Inition’s negligence shall be unlimited;

9.2.2 Inition will have no liability for any Claim or potential Claim except with respect to personal injury or death resulting from negligence unless the Client shall have notified Inition in writing within six months after such Claim or potential Claim shall have come to the knowledge of the Client;

9.2.3 Inition will have no liability for any Claim for loss of revenue or profits, loss of anticipated savings, loss of goodwill or injury to reputation, loss of business opportunity, loss or damage to or corruption of data, losses suffered by third parties or indirect, consequential or special loss or damage, regardless of whether Inition knew of had reason to know of the possibility of the loss, injury or damage in question;

9.2.4 Inition's aggregate liability for all Claims under or in relation to any specific Contract shall be limited to a maximum of 100% of the aggregate fees paid and payable with respect to the specific Contract under or in relation to which the Claims arise.

10. CONFIDENTIALITY

The terms of the Contract and all information of a technical nature disclosed by either party its servants agents or contractors to the other party in connection herewith are supplied in confidence and shall be treated by the other party as confidential and shall not without the prior written consent of the party disclosing such information be divulged to any person other than those persons to whom it is necessary to supply such information to enable the services to be provided. The party who receives such information shall procure that any such persons to whom such information is divulged shall themselves observe the requirements of this clause. This clause shall be of effect notwithstanding the performance or termination of the Contract. Inition shall be entitled to publicise the existence of the Contract.

Notwithstanding the content of the Contract and the fact that information that you provide to Inition will be held in our systems, which are located on our premises or those of an appointed third party, we may also allow access to the information to other third parties who act for us for the purposes set out in the Contract or for other purposes approved by you. It is possible that your data may be processed outside of the European economic area.

11. GENERAL

11.1 No person who is not a party to the Contract (including without limitation any employee, officer, agent, representative, or sub-contractor of either the Client or Inition) shall have any right to enforce any term of the Contract, which expressly or by implication, confers a benefit on him without the prior agreement in writing of both parties, which agreement should refer to this clause.

11.2 Headings used in these terms of business are provided for ease of reference only and shall not affect the construction thereof.

11.3 Neither party shall be liable to the other for any breach of these terms of business or the Contract caused directly or indirectly by anything outside its reasonable control including (without limitation to the generality of the foregoing) war, hostilities, government action, breakdown, delay in transportation, any form of labour dispute, fire, flood or act of God.

11.4 In the event of any inconsistency between the quotation, proposal, tender, specification or any other Contract document and these terms of business, these terms of business shall prevail.

11.5 The invalidity or unenforceability for any reason of any clause of these terms of business or any part thereof shall not prejudice or affect the validity or enforceability of the remainder.

11.6 No forbearance delay or indulgence by either party in enforcing the provisions of these terms of business shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach.

11.7 All notices which are required to be given hereunder shall be in writing and sent (in the case of Inition) to its registered office at Wimbledon Bridge House, 1 Hartfield Road, London SW19 3RU marked for the attention of the Company Secretary and for the Client, at its registered office address.

11.8 The Client shall advise Inition of (i) any special health and safety hazards/risks and steps the Client has taken to prevent or control such risk and (ii) any requirements imposed by law or by any professional body, which must be satisfied for the relevant position.

11.9 Inition does not warrant the performance of any third party services, software or products purchased as part of or associated with the services and is not responsible for levels of performance, service levels, bugs, errors or omissions in any third party services software or products.

11.10 Both parties agree that Inition is not supplying the Services as an Employment Business as defined in the Employment Agencies Act and that accordingly the Agency Workers Regulations 2010 shall not apply.

11.11 These terms of business shall be construed according to English law and the parties submit to the non exclusive jurisdiction of the English courts.