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1. Fees
1.1 In consideration of the provision of the Services, the Client Company shall pay to Business Logic the prevailing daily consultancy fee plus Value Added Tax.
1.2. Business Logic shall render invoices to the Client Company in respect of the prevailing consultancy fees. These consultancy fees shall be payable by the Client Company within 28 days of the date of the invoice.
1.3. The Client Company shall pay or reimburse to Business Logic (on production of such vouchers and/or other evidence as it may reasonably require) all reasonable and proper expenses incurred by Business Logic and/or the Consultant provided by Business Logic in connection with its/his/her provision of the Services.
2. Intellectual Property
2.1. In consideration of the Consultancy Fees being paid, Business Logic assigns to the Client Company all Foreground Intellectual Property.
2.2. For the avoidance of doubt, Business Logic and the Client Company shall remain the owner of any Background Intellectual Property that is used by the Consultant when providing the Services.
2.3. Each party agrees that Business Logic shall be entitled to use for any purpose whatsoever any underlying concepts, know-how or other experience that arises as a result of the Consultant providing the Services to the Client Company.
2.4. Business Logic shall not be restricted in any manner whatsoever, whether during the term of the provision of the Services, from contracting with a third party to provide a similar service to the Services, whether using the Consultant or any other consultant, providing that the Foreground Intellectual Property is not infringed.
2.5. The parties agree that at any point the Company may request the Source Code from Business Logic or the Consultant and, providing all outstanding fees have been paid, this will be provided with access codes/passwords and any other information required to render the source code accessible and modifiable.
2.6. Subject to this, if the Source Code is subsequently modified by the Client Company or by any third party other than provided by Business Logic, Business Logic reserves the right to charge a daily rate of double the otherwise prevailing daily rate to rectify or otherwise modify any parts of the Software Program or Source Code which have been modified.
2.7. The parties agree that the Client Company cannot sell or otherwise dispose of the Software Program or Source Code as a commercial product to any third party.
3. Delivery
3.1. The Client Company acknowledges that on delivery, the Software Program shall not necessarily be error-free; and it shall not be entitled to reject the Software Program due to any minor or immaterial non-conformance with the specification.
3.2. Business Logic shall not be liable for any loss, liability, damage or costs of any nature whatsoever (including but not limited to consequential loss, loss of profits, loss of anticipated savings or loss of revenue) arising directly or indirectly as a result of any fault or failure in the Software Program, or use or misuse thereof. For the avoidance of doubt, Business Logic does not exclude liability for death or personal injury or fraudulent misrepresentation.
3.3. The Client Company confirms that it shall be solely liable and responsible for ensuring that the Software Program complies with its specification or requirements and shall undertake all necessary tests to verify this.
4. General
4.1. Subject to the Foreground Intellectual Property rights, Business Logic and/or its Consultant(s) are not prevented from engaging in alternative work and/or other consultancy activities for Business Logic and/or other client companies, either at the same time as, or subsequent to, the provision of services to the Client Company.
4.2. The Client Company shall not, directly or indirectly, and whether on its own account or for the account of any other person, firm or company, solicit or endeavour to entice away the Consultant from Business Logic at any point during provision of the Services or for 6 months subsequent to termination of provision of the Services.
4.3. This agreement is personal to the Client Company who is not entitled to assign or sub-contract any of its rights or obligations under the Agreement.
4.4. These standard terms and conditions are for a contract for services and not a contract of employment. Nothing herein shall constitute or be construed as constituting or establishing any association, partnership or joint venture between any of the parties for any purpose.
4.5. Any waiver, amendment or variation of any provision of these terms shall be effective only if in writing and signed by the parties. |