AGREEMENT TERMS & CONDITIONS
1 Definitions and Interpretation
Agreement means these Terms and Conditions together with the Proposal.
Client means any company, firm or individual (or any person acting on behalf of and with the authority of the Client) as described on any quotation, estimate, work authorisation, work order, Proposal, or any other document as provided by the Company to the Client.
Company means StratForce Group Ltd, its successors or assigns.
Consulting Work means the intellectual property, including all and any finished artworks, technical plans, and/or concepts and/or any material used in the preparation of such.
Phase(s) means the stage of works as detailed in the Proposal.
Proposal means any document titled ‘Fee Proposal’ or ‘Proposal’ provided by the Company to the Client in respect of the Services and which forms part of this Agreement
Services means the services to be provided by the Company as outlined in the Proposal.
Service Fee means the amount detailed in the Proposal or set out in the Company’s tax invoices or the amount as agreed between the Client and the Company, including the fees for the service together with all and any associated costs and disbursements
Terms and Conditions means these Terms and Conditions.
2 Applicability of Terms and Conditions
The Company contracts for the supply of Services subject only to these Terms and Conditions. The Client accepts that these Terms and Conditions shall govern relations between itself and the Company to the exclusion of any other terms including, without limitation, conditions and warranties written or oral, express or implied, even if contained in any of the Client’s documents, which purport that the Client’s own terms shall prevail.
The Client accepts that the Agreement will constitute the entire agreement between the Company and the Client, and the Client warrants that it has not relied on any representations or statements or any other terms including, conditions or warranties whether written or oral, express or implied, except for those expressly contained and set out in these Terms and Conditions.
No variation or qualification of these Terms and Conditions or the Proposal shall be valid unless agreed in writing by the secretary or a director of the Company with the express authority of the Company.
Any instructions (whether written, oral or by conduct) received by the Company from the Client for the provision of Services constitutes acceptance of the terms and conditions contained in this Agreement.
Upon acceptance of these terms and conditions by the Client, the Agreement is binding and can only be amended with the written consent by the secretary or a director of the Company with the express authority of the Company.
The Company is at liberty to provide draft Proposals which the Client acknowledges are estimates only and that there is no obligation on the Company to proceed on any such draft Proposal.
If the Client requires any changes to the scope and nature of the Services to be provided as outlined in the Proposal, which the Company advises requires additional time, material or resources to be provided by the Company, such changes will occur as follows:
- the Client will notify the Company of any changes it requires; and
- following notification, the Company may (at its sole discretion) provide the Client with notice of:
- the additional services required by such changes; and
- the additional fees and/or disbursements required to undertake such additional services.
If the Client notifies the Company of any changes which it requires to the Services, the Proposal will be considered varied to include such changes as agreed by the parties if the Company agrees to the changes to the Proposal.
The Client acknowledges and agrees that any changes to the Services or Proposal may incur additional fees, associated costs and disbursements.
The Company will use reasonable commercial endeavours to deliver the Services in accordance with any time stated in the contract, but unless otherwise agreed in writing between the Company and the Client, the time of delivery shall not be an essential terms of the Agreement.
The Company shall be paid the Service Fees within thirty (30) days from the date of the invoice in the period set out in the invoice. In the case of Services for continuing work, the Company will issue an invoice at commencement of the project and thereafter at the commencement of each phase of work or otherwise stated.
7 Trading Terms
The Company’s terms of trade are thirty (30) days from the date of invoice. The Company reserves the right to charge interest on overdue payments exceeding forty-five (45) days from the date of the invoice. Interest will be charged from the date on which such monies fall due for payment to the date on which such monies are paid or recovered by the Company as the case may be.
The Company shall be entitled to recover such interest from the Client as if such interest were payment in arrears. The applicable interest rate shall be the cash target rate specified by the Bank of England as at the due date plus two percent (2%). The parties agree that a payment of such interest is a payment of genuine estimate of the Company’s liquidated damages and not a penalty.
Payments overdue by sixty (60) days or more may be referred to the Company’s debt collection agency without further notice and the Client will be liable for all fees and costs associated with all and any debt collection processes.
Prior to the commencement of each Phase and at the discretion of the Company, the Client may be required to pay a deposit.
The Proposal is valid for thirty days from the date of the Proposal. The Company reserves its rights to review and revise any Proposal as may be required and at any time should the Service continue for more than one (1) year.
If the Company issues a revised Proposal prior to the anticipated changes taking effect and should the Client not provide to the Company any objections in writing within fourteen (14) days, the Client acknowledges and agrees that it has accepted any such revisions and the revised Proposal.
The remaining fees and costs of each Phase shall be invoiced at the completion of the relevant Phase and the Client is required to make payment within thirty (30) days from the date of the invoice.
The fees and costs quoted in the Proposal have been estimated based on the contents of the Proposal.
The Company is entitled to charge additional fees in respect of any additional work arising after the approval of this Proposal, including for any alterations required by the Client or any alterations required which may have been unforeseen at the time of entering into the Proposal and are necessary for the completion of the Proposal.
9 Local Taxes
The Client acknowledges that the fees contained in this Proposal exclude all and any taxes, including any applicable VAT, Local, State and Government taxes and duties and/or fees imposed by any Statutory Authorities, unless specifically stated. These may include but are not limited to such items as VAT, withholding tax, stamp duty, registration fees, compliance fees and visa entry fees. The Client will indemnify the Company for any tax, duty or fee liability in respect of the transaction which may be assessed against the Company. Any taxes or fees will be on-charged by way of an invoice and any amount exceeding ten thousand pounds (£10,000) will be 100% percent pre-billed to the Client for immediate payment.
10 Modification of Consulting Work
The Company will not be responsible for any changes, alterations or amendments to Services not carried out by the Company. To ensure continuity, any alterations to Services performed by third parties must be advised to the Company immediately.
11 External Expenses
External expenses have not been included in this Proposal. External expenses may include but are not limited to such items as payment to interview respondents, conference facilities, researchers and specialist consultation fees, local and international couriers, local and international travel and subsistence. These expenses will be on-charged to the Client. The Company may provide an estimate of such expenses to the Client for approval before commissioning any outside expenses or extra work. Failure to provide such an estimate does not absolve the Client from its responsibility for reimbursing the Company for all such expenses in full.
12 National and International Travel
The Client will make payment of all expenses associated with national and/or international travel, including but not limited to, airfares, accommodation, subsistence and any other related travel and accommodation expenses at cost which are required throughout the term of the Agreement, if travel is beyond 130mi. from the City of London (UK). The Client will ensure that travel periods for three (3) hours or more will be booked in business class or equivalent status. Estimates for these travel expenses are not included in the Proposal. The Company will provide quotes/estimates for these travel expenses as and when they arise.
13 Copyright and Other Property
For the purposes of this Agreement “Background IP” is defined as the Intellectual Property of a Party that is proprietary to that Party and was created prior to, or independent of, any services performed pursuant to this Agreement.
B. The Company owns its Background IP and nothing in this Agreement transfers or assigns that Background IP. In so far as the Company’s Background IP is used by the Client in relation to the Services, the Company agrees, subject to clause 13(D), to provide the Client with a royalty free, perpetual, non-transferable license to use its Background IP in relation to the Services only.
C. Subject to clause 13(E), the Client agrees and acknowledges that all Intellectual Property arising out of or in connection with this Agreement immediately vests in the Company. For the sake of clarity, the Client assigns to the Company all right, title and interest in any Intellectual Property created by the Company in connection with this Agreement, including all Intellectual Property in any material of the Company (including software, source code, object code, ideas, concepts, documentation, templates and data) which is incorporated into the Services.
D. The Client must:
(i) not decompile, disassemble, decrypt, extract or otherwise reverse engineer any part of the Intellectual Property;
(ii) not export any Intellectual Property outside the UK without prior acceptance in writing by the Company;
(iii) not remove or obscure any Intellectual Property notices that appear on any Intellectual Property, Products or Services; and
(iv) keep the Intellectual Property safe and confidential.
E. Upon payment in full for the Services in accordance with this Agreement, the Company provides a non-transferable, royalty free license to the Client in any Intellectual Property created by the Company in connection with this Agreement, provided that that Intellectual Property is exclusively used by the Client so as to utilise the Services.
14 Legal Checking
It is the responsibility of the Client to carry out any intellectual property searches, legal searches, checking and registration of Consulting Work. All costs in connection therewith shall be borne by the Client who shall also reimburse to the Company any costs or expenses incurred by the Company in connection with the same. The client hereby agrees to indemnify the Company from and against all claims, costs and expenses incurred by the Company in relation to any third party claim alleging a breach of its intellectual property rights.
15 Incomplete Projects
If the Client requests, prior to the completion of the project, or should such completion be postponed for a stipulated or indefinite period or in the event the Services cannot be completed, or if the Agreement is terminated other than by reason of a breach of the Agreement by the Company, then the Client shall pay to the Company within a reasonable time period, remuneration in respect of all work undertaken up to the date it is so notified by the Client on a quantum meruit basis. The Client will also reimburse the Company with respect to all other costs and expenses incurred by the Company and associated with the Services.
16 Delayed Projects
In the event the Services are delayed from the supplied and agreed timeline for a period in excess of 90 days and such delay is caused by the Client, the Company shall charge the Client at a rate of 10% per calendar month of the respective Phase until the re-commencement of the Services. The parties agree that a payment of such interest is a payment of genuine estimate of the Company’s liquidated damages and not a penalty. When the Services recommence the late payment fees will be deducted from the final amount due. In the event that the Services do not recommence, then the late payment fees are non-refundable.
To the full extent permitted by the UK Consumer Rights Act 2015, the company excludes all liability in respect of interruption of business or any consequential or incidental damages (including due to negligence) incurred by the Client in relation to the provision of Services.
Without limitation to clause 17 of this Agreement, the Client acknowledges and agrees that the Company is not liable for the following:
- Acts and/or omissions of a third Party engaged by the Company to assist in the provision of Services which cause loss to the Client;
- Failure of development and planning approvals by a third Party;
- The imposition of conditional consent items or requests for additional information or reports by a third Party;
- Time delays in the provision of the Services;
- Site conditions; and/or
- Amendments to the approval process.
To the full extent permitted by law, the Company excludes all representations or terms (whether express or implied) other than those expressly set out in this Agreement.
If the Services supplied under this Agreement are supplied to the Client as a ‘consumer’ of services within the meaning of that term in the Consumer Rights Act 2015, the Company limits its liability in respect of all claims, at its option, to
- the supply of the Services again; or
- the payment of the cost of having the Services supplied again.
The Client agrees that the Company’s total aggregate liability for all claims relating to this Agreement is limited to the amount paid by the Client to the Company in the one calendar month prior to any alleged liability arising.
The Client agrees to indemnify the Company in relation to all claims, actions, liabilities, costs and expenses (including legal costs on a full indemnity basis) resulting from the Company’s failure to comply with this Agreement.
The Client agrees that it will continually indemnify the Company against any cost, loss, liability, or damage (whether direct or consequential including loss of profits, loss of business, loss of goodwill or loss of opportunity) that the Client incurs as a result of the Client’s use of the Services.
This warranty is conditional upon the Client giving notice of any unsatisfactory services to the Company in writing promptly and in any event within fourteen (14) days of completion of the provision of the services.
The Client acknowledges that the Company is providing Services to the Client on a non-exclusive basis and that the Company may provide services of the same or a similar nature to any third party.
19 Access and Facilities
Unless otherwise agreed between the parties, the Company may provide the Services remotely.
The Client authorises the Company to access the Client’s computer system and facilities, whether remotely or otherwise, for the sole purpose of providing the Services.
20 Client’s Assistance
The Client will provide the Company with all reasonable assistance and facilities without charge to enable the Company to provide the Services, including remote access to its computer system and facilities, office facilities and access to necessary personnel.
Neither party will disclose any Confidential Information of the other party to any third party.
Any Intellectual Property and/or industrial property that resides in any Confidential Information remains the property of the disclosing party and no right, title or interest in that Confidential Information passes to the receiving party.
Without limiting any other remedies available to a party, the disclosing party has the right to specific performance of the obligations under this clause and/or to obtain an immediate injunction preventing any or any further breach of this clause.
This clause will survive for a period of 3 years following termination of these terms & conditions.
The Company may subcontract part or all of the provision of the Services under this Agreement to a third party.
This Agreement will commence on the Date accepted.
The Company may terminate this Agreement by giving 30-days’ notice in writing to the Client.
This Agreement may be terminated earlier by the parties in accordance with clause 23(A).
A. This Agreement may be terminated immediately by a party giving written notice to the other party where:
(i) the other party is in breach of this Agreement and either:
(a) fails to remedy the breach within 21 days of notice requiring the party to remedy the breach; or
(b) the breach is incapable of remedy.
On termination of this Agreement by the Company under clause 23(A), any amounts owing to the Company for Services supplied prior to the Termination Date are immediately payable by the Client. If any amount remains unpaid 21 days after the Termination Date then, without prejudice to any other rights that the Company may have, the Company may:
(i) charge the Client interest in accordance with clause 7; and/or
(ii) take possession of any Services pursuant to this Agreement.
24 Dispute Resolution
A party must not start arbitration or court proceedings (except proceedings seeking interlocutory relief) in respect of a dispute arising out of this Agreement (Dispute) unless it has complied with this clause.
A party claiming that a Dispute has arisen must notify the other party to the Dispute giving details of the Dispute.
Within 20 Business Days after a notice is given under this clause (or such other period as is agreed in writing by the parties) (Initial Period) each party must use its best efforts to resolve the Dispute.
If the parties are unable to resolve the Dispute within the Initial Period, each party agrees that the Dispute must be referred for mediation at the request of either party to:
(i) a mediator agreed on by the parties; or
(ii) if the parties are unable to agree on a mediator within 5 Business Days after the end of the Initial Period, a mediator nominated by the then President of the Law Society of England & Wales or the President’s nominee.
The role of any mediator is to assist in negotiating a resolution of the Dispute. A mediator may not make a decision that is binding on a party unless that party has so agreed in writing.
Any information or documents disclosed by a party under this clause:
(i) must be kept confidential; and
(ii) may not be used except to attempt to resolve the Dispute.
Each party must bear its own costs of complying with this clause and the parties must bear equally the costs of any mediator engaged.
After the Initial Period, a party that has complied with this clause may terminate the Dispute resolution process by giving notice to the other party.
If, in relation to a Dispute, a party breaches any provision of this clause the other party needs not comply with this clause in relation to that Dispute.
The Client authorises and grants an unconditional licence to the Company to use all and any Consulting Works published by the Company in promotional and publicity materials without further reference to the Client.
The Agreement is governed by the laws in force in England & Wales, UK, and each party hereto irrevocably submits to the exclusive jurisdiction of its Courts.
If any part of the Agreement is held to be void or unenforceable, the Agreement will be read and enforced as if the void or unenforceable provisions have been deleted.
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