We will provide the services. The services will be delivered with reasonable skill and care. Where we consider it appropriate we reserve the right to substitute appropriately skilled staff or use sub-contractors or associates to perform the Services. We will inform you before doing so. We will remain liable for all actions and defaults of all such substitute parties. We will not knowingly do nor omit to do nor cause or permit anything which might detrimentally affect your good name and reputation or goodwill.

Your obligations

You agree to pay for the Services at the rates, or in the sums, set out in the Quote or Statement of Works. All payments must be made within the terms agreed in the Quote or Statement of Works.

Information

To enable us to perform the Services, you shall supply promptly all reasonable and necessary information and assistance and all reasonable and necessary access to documentation in your possession, custody or under your control where reasonably required by us. You shall use your reasonable endeavours to procure these supplies where not in your possession or custody or under your control. You shall inform us in writing of any information or developments which come to your notice and which have a bearing on the Services. The person named as signing on behalf of the customer on the Quote or Statement of Works shall be Authorised Persons for the purpose of this clause. We may rely on any instructions or requests made or notices given or information supplied, whether orally or in writing, by an Authorised Person. We may communicate with you by electronic mail where an Authorised Person wishes us to do so, on the basis that in consenting to this method of communications you accept the inherent risks (including the security risks of interception of or unauthorised access to such communications, the risks of corruption of such communications and the risks of information received by us). We may receive information from you or from people that we are authorised by you to contact in the course of delivering the Services and you acknowledge that, although we shall assess and consider the consistency and quality of information received by us, we shall be under no obligation to establish the reliability of information received by us.

Premises, resourcing, use of systems and training

We will conform to your normal codes of staff and security practice while on your premises once you have notified us of these terms. In return, you will take all reasonable steps to ensure our health and safety on your sites. Where the order indicates that you require us to undertake specialist training in your methods or products, you will provide or arrange such training at your expense. We shall and warrant that we shall at all times comply with the provisions of the Data Protection Act 1998 in every respect in the performance of the Services and indemnify you and keep you fully and effectively indemnified irrevocably in full and on demand against any and all losses, costs, claims, demands, proceedings, damages, expenses (including legal and other professional advisors fees and all economic loss whether direct or indirect including loss of profit, future revenue, reputation and goodwill) suffered by you, your officers, agents or customers directly or indirectly and arising in whole or in part out of or in any way in connection with any breach of this warranty. FactorIT occasionally uses a team of associates to deliver projects. These associates and sub-contractors are available to hire on a permanent basis if all parties are in agreement. This process is subject to Factor IT Services Limited receiving a fee no less than 30% of the final salary agreed for the position. Our fees for freelance resources that are paid per day are fixed at 20% of their daily rate. We will negotiate their rates with the customer, and carry out all billing and collection on their behalf.

Confidentiality

Neither party will use or divulge or communicate to any person (other than to those whose province it is to know or with the other’s permission) any confidential information concerning the business or affairs or customers of the other of which the parties may become aware during the course of the relationship and both parties will use their best endeavours to prevent the unauthorised publication or disclosure of any such information. This obligation will cease to apply to any information which becomes public knowledge (without unauthorised disclosure) but will otherwise survive the termination of the relationship.

Proprietary information

We shall retain ownership of the entire copyright and all other intellectual property rights in the product of the Services, whether oral or tangible, including all vested contingent and future rights of action and all other rights of whatever nature in and to the product of the Services whether now known or in the future created to which we are now or may at any time after the date of these Terms be entitled by virtue of or pursuant to any of the laws in force in any part of the world and, for the avoidance of doubt, we shall retain ownership of our working papers. For the purposes of delivering services to you or other clients, we shall be entitled to use or develop knowledge, experience and skills of general application gained through performing the Services. One of the benefits which we bring to the relationship is our accumulated knowledge and experience. Whether or not contained in our methodologies, training materials and related documentation, we refer to it all as our know-how. While we will make use of our know-how in providing the Services, we must retain ownership of all rights in it and be free to use it for your benefit, and for the benefit of our other clients, in the future. You agree that any audio-visual, visual, computer-based, or written materials, forms, programs, content, text, methods, ideas and concepts used by us in conjunction with the Services may not be reproduced or published in whole or in part by you unless expressly approved by us prior to their use, nor any derivative works be created. You acknowledge that all of our proprietary information and know-how are protected by applicable copyright, trade secret and other laws. Our proprietary information and know-how shall not include information that you can demonstrate was within your legitimate possession before we disclosed it, or was in the public domain at the time of disclosure, or was disclosed to you by a third party which legitimately held the information and had the right to disclose it.

Payment terms

Payment terms for works will be set out in the accompanying Quote or Statement of Works. Any disputed invoices must be disputed within 7 days of receipt of invoice. If any part of an invoice is disputed or queried by the Client, the payment of the remainder of the invoice shall not be delayed.

Problem resolution

In the event of a dispute, or where fees remain unpaid beyond the due date, we reserve the right to suspend provision of the Services until such time as the dispute is resolved or the fees are paid. Suspension of the Services will not affect your obligation to pay us for Services
rendered to the date of suspension. If the Services are suspended for more than 10 normal working days then we may terminate the Services Contract. Termination must be effected by written notice served by us to you, and will take effect on delivery of such notice (or on any later date which is specified in the notice). It will be without prejudice to the rights accrued before termination. If this Services Contract is terminated for any reason, any sums then due to us will immediately become payable in full. We will also invoice for any other work completed or costs incurred whether or not they are subject to an issued Purchase Order, and such invoice(s) will also immediately become payable in full. On termination, you will promptly return to us all of our materials, data and other property.

Termination

Either party may terminate the Services Contract if:

• The other commits any material or persistent breach of its obligations (which, in the case of a breach capable of remedy, shall not have been remedied within 30 days of receipt by the party in breach of a notice identifying the breach and requiring its remedy), or,

• The other becomes insolvent.

Termination must be effected by written notice served on the other end and will take effect on delivery of such notice (or on any later date which is specified in the notice). It will be without prejudice to the rights accrued before termination. If the Services Contract is terminated for any reason, any sums then due to us will immediately become payable in full. We will also invoice for any other work completed or costs incurred whether or not they are subject to an issued Purchase Order, and such invoice(s) will also immediately become payable in full. On termination, you will promptly return to us all our materials, data and other property.

Limits on our liability

The obligations expressly undertaken by us under the Services Contract are all the obligations which we will agree to undertake or owe you in respect of the Services and they replace or exclude, to the full extent permitted by law, any obligations imposed on us or our servants or agents or otherwise by, or implied under, common law or statute. Provided that nothing in the Services Contract shall restrict or exclude liability for death or personal injury caused by the negligence of us or fraudulent misrepresentation or affect the statutory rights of you dealing as consumer. These Terms, any mutual NDA (signed by both parties), and Statement of Works, IT Support Agreement (if present) and any Project Change Request(s) (if present), are the only documents governing our relationship and we will have no liability for statements, representations (unless fraudulent) or inferences arising from discussions or documents which predate these Terms and documents. If any such statements, representations or inferences are of importance to you, you should ensure they are expressly set out in the Statement of Works (if present) before signature. In the absence of these documents any Quote and accompanying Proposal will be substituted for the Statement of Works. You recognise that in providing consultancy, training and other services, and making recommendations to you, we shall base our recommendations on our own experience and on the information supplied by you in relation to your business and the market in which you operate. However, statements of expectations or opinions, forecasts or recommendations are not in the nature of a guarantee by us. Their achievement will depend, among other things, on their effective implementation by you and your staff. In addition, any recommendation or advice given by us during the course of our engagements is given to address the specific circumstances at the time when it is given. We will not update or change any recommendation or advice after that time unless we expressly agree in writing to do so. We will not, in any circumstances, be liable for any claims (“Claims”): Unless, and to the extent that, the Claims in question are attributable to the negligence or wilful misconduct of our firm or our staff, or to a breach by us of any of these terms; Where, or to the extent that, the Claims in question are for, or in the nature of, loss of profit, loss of business, loss of data or indirect or consequential loss; Where, or to the extent that, the Claims in question are for, or in the nature of, any loss or damage suffered by you arising from your fraud, misrepresentation, withholding of information material to the Services or other default relating to such material information. Our aggregate liability in respect of all Claims brought by you shall not exceed the amount of the fee payable by you to us in respect of the Services.

Force Majeure

Neither party will be liable to the other for any delay in or failure to perform its obligations (other than payment of money) as a result of any cause beyond its reasonable control, including but not limited to any industrial dispute. If such delay or failure continues for more than 20 normal working days, either of us will be entitled to terminate this Services Contract by written notice. Termination must be effected by written notice served on the other end and will take effect on delivery of such notice (or on any later date which is specified in the notice). It will be without prejudice to the rights accrued before termination. If this Services Contract is terminated for any reason, any sums then due to us will immediately become payable in full. We will also invoice for any other work completed or costs incurred whether or not they are subject to an issued Purchase Order, and such invoice(s) will also immediately become payable in full. On termination, you will promptly return to us all our materials, data and other property.

Insurance

Factor IT Services Limited will maintain Public Liabililty Insurance throughout the duration of any works carried out.

General provisions

All quotes for Professional Services are indicative until a Statement of Works is issued and signed by both parties. All other quotes are indicative until verified and issued by an authorised sales person. You shall not have the right to assign or sublicense or otherwise dispose of any part of the benefit or burden of the Services Contract without our written consent. Failure by either party to exercise or enforce any rights available to each shall not amount to a waiver of any rights available. Each clause or term of the Services Contract constitutes a separate and independent provision. If any of the provisions of the Services Contract are judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect. No variation of the Services Contract will be valid unless confirmed in writing by authorised signatories of both parties after the date of signature of the Statement of Works in question. The Services Contract shall be subject to and governed by the law of England and Wales and all disputes arising from or under the Services Contract shall be subject to the exclusive jurisdiction of the courts of England and Wales. A third party who is not party to these Terms shall have no right to enforce any term of these terms, whether pursuant to the Contract (Rights of Third Parties) Act 1999 of Great Britain or otherwise. If Factor IT Services Limited is delayed or impeded in the performance of his/her obligations by: a) any act or omission of the Client, its servants or agents, or b) by any circumstance that is outlined by a Variation, including but not limited to a Project Change Request, Factor IT shall be entitled to be paid any additional costs thereby incurred by him/her with an allowance for profit where specified in the accompanying Quote and, where appropriate, be allowed an extension of any time specified in which to complete any outstanding Consultancy Services, or terminated the agreement in full.

Project completion

Upon completion of the Services and any software delivery to the Client, the Client has a Grace Period of 7 days from receipt to confirm their acceptance and agreement of the Services completion as outlined in the accompanying Statement of Work and in accordance with any Variations. Any objection must be raised within this period. If no objection is raised within the Grace Period, Factor IT has the right to assume the Clients acceptance of the Services completion and will request that the final balance be invoiced.