1. WORK EXECUTION
BPP-Tech shall execute the Work, as indicated in the Scope of Work, in a professional manner and in accordance with the standard contract conditions given below.
2. TERMS OF PAYMENT
2.1 Client shall pay BPP-Tech for the Work as specified in the Scope of Work and for all expenses reasonably incurred. Payment shall be made by cheque or to BPP-Tech’s bank account as stated on the invoice unless otherwise stipulated in the Scope of Work.
2.2 Client shall give BPP-Tech 15 days’ written notice of any disputed items in the invoice. The undisputed part of the invoice shall be settled according to the conditions below.
2.3 Prices quoted are exclusive of local taxes including, but not limited to, VAT.
2.4 Payment shall be made within 30 days after the date of the invoice. A 2% discount is applicable if payment is received within 21 days of the invoice date. For late payment, interest will be charged at a rate of 1.5% per calendar month or part thereof.
3.1 Client shall be entitled, upon 7 days’ written notice, to request a change in the Scope of Work, provided that such variation request (“Change Order”) shall not exceed what BPP-Tech could reasonably have foreseen at the start of this Agreement.
3.2 All Change Orders shall be in writing and shall clearly define the changes requested.
3.3 All Change Orders shall be the subject of a separate proposal or offer which is subject to these terms and conditions and shall not be included within the Scope of Work or the Services until accepted by the Client and confirmed by BPP-Tech by its formal acknowledgement of the accepted Change Order.
4.1 Both the Client and BPP-Tech shall have the right to terminate this Agreement at any time upon 30 days’ written notice of such termination to the other Party.
4.2 In the event of termination, the Client shall reimburse BPP-Tech for any and all Work performed up to the time of termination, including all costs and expenses incurred as a consequence of such termination. If the Client terminates the Work without cause, BPP-Tech shall also be entitled to recover its loss of anticipated profit on the uncompleted Work.
5.1 Client and BPP-Tech mutually agree not to disclose to any third Party without prior written consent of the other Party, any confidential information obtained from each other during or in relation to the execution of the Work.
However, each Party shall be free to disclose such information as is:
(a) known to one Party before being disclosed by the other Party;
(b) in the public domain at the time of disclosure; or
(c) required to be disclosed by law. In this event, the Party disclosing the information will inform the other prior to the intended disclosure where legally permissible.
Client and BPP-Tech may disclose information gained from the other Party to its subcontractors without prior written consent to the extent necessary to complete the Work, provided that written confidentiality agreements are made with such subcontractors.
5.2 The obligations of both Parties as defined in this Clause 5 shall continue to apply notwithstanding the completion of the Work or termination of this Agreement.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All Intellectual Property Rights to the Deliverables developed by BPP-Tech in the performance of the Work shall be the property of the Client unless otherwise specified. The Client licenses all such rights to BPP-Tech free of charge on a non-exclusive, worldwide basis to such extent as is necessary to enable BPP-Tech to provide the Services.
6.2 Any Intellectual Property Rights in Pre-existing Materials (including copyright and know-how) remain the property of BPP-Tech. Any Intellectual Property Rights in materials developed during the course of the Work, including documents, data and computer programs, shall be the property of BPP-Tech. BPP-Tech licenses all such rights and the rights in the Pre-existing Materials to the Client free of charge on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Deliverables and Services.
6.3 The Client acknowledges that, where BPP-Tech does not own any Pre-existing Materials, the Client’s use of rights in Pre-existing Materials is conditional on BPP-Tech obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle BPP-Tech to license such rights to the Client.
6.4 Client and BPP-Tech may stipulate that the project is to be a development contract aiming to produce a special method or invention. The ownership of any Intellectual Property Rights developed under a development contract and the apportionment of any commercial profits arising under a development contract shall be defined in separate agreements. If Intellectual Property Rights arising under a development contract are not defined in separate agreements, the provisions of this Clause 6 will apply.
7. LIABILITY AND INDEMNITY
7.1 Each Party (the “Indemnifying Party”) shall indemnify and hold the other Party harmless from and against any and all claims in connection with the Work as a result of:
(a) the death of or personal injury to the Indemnifying Party’s employees, representatives or subcontractors;
(b) the loss of or damage to property of the Indemnifying Party, its employees, representatives or subcontractors, howsoever caused, excepting only gross negligence and/or wilful misconduct of the other Party.
7.2 Each of the Parties shall be responsible for and accept full liability for its actions or negligence, or those of its employees, agents or subcontractors, leading to the loss of or damage to the property of any third Party, or to the personal injury or death of any third Party in connection with the Work.
7.3 Notwithstanding liability pursuant to 7.1 and 7.2 but without prejudice to Clause 4.2, neither Client nor BPP-Tech shall be liable to the other Party or to any third Party for loss of earnings or profit or other consequential damages or losses as a direct or indirect result of the Work.
7.4 BPP-Tech’s maximum cumulative liability for breach of contract and for any delays in the Work shall be limited to the contractual compensation for the completed Work or for the part of the Work in relation to which the liability arose.
7.5 Any representations made by BPP-Tech whether orally or in writing or in any reports to the Clients in the performance of the Work as to the results which may be obtainable or in surveys and forecasts or in recommendations and advice given by BPP-Tech are made in good faith on the basis of information obtained from the Client or otherwise available to BPP-Tech and the Client agrees that the application of the results of the Work including the use by the Client of software provided thereunder shall be at the Client’s sole risk and without any liability on BPP-Tech’s part.
7.6 Each Party shall immediately notify the other Party of any circumstance rendering the above sub-clauses effective. All claims in connection with this Agreement must be submitted within 12 months of completion of the Work or Services in order to be valid.
8.1 Both Client and BPP-Tech agree to maintain a general liability insurance to cover any amount in damages the relevant Party may be liable to pay pursuant to this Agreement or by operation of law.
8.2 Both Client and BPP-Tech agree to maintain a general liability insurance against claims from any third Party.
8.3 Each Party shall maintain employers’ liability insurance for the duration of the Work as required by law, for example by the Employers’ Liability (Compulsory Insurance) Act 1969 as amended.
9. FORCE MAJEURE
Failure to perform the Work or a delay in the performing of the Work shall not constitute a breach of contract if such failure or delay is due to an act of war, natural disaster, fire, explosion, labour dispute or any event beyond the control of the Party affected which the Party had no reasonable way of preventing or grounds to anticipate. The affected Party shall immediately notify the other Party in writing of the causes and expected duration of any such occurrence.
10. RECRUITMENT OF STAFF
The Client shall not, without BPP-Tech’s prior written consent, until the expiry of a period of 12 months after completion of the Work or Services, knowingly recruit for employment, or in the provision of services to the Client, any person engaged, or who was engaged, by BPP-Tech in the provision of the Work or Services to the Client.
This Agreement and any dispute or claim arising out of or in connection with it shall be subject to and interpreted in accordance with the laws of England. Any dispute arising in connection with the Agreement which cannot be settled through negotiation shall be finally settled by arbitration under the rules of the London Court of International Arbitration from time to time, which rules are deemed to be incorporated by reference in this Clause 11. The seat of arbitration shall be London. The language used in the arbitral proceedings shall be English. The number of arbitrators shall be one.
12. THIRD PARTIES
A person who is not a party to this Agreement shall have no rights or remedies under or connection with it.