All necessary company enrolment information relating to the funding of the course must be completed prior to the commencement date outlined in the Term. This is necessary to comply with the funding rules of the project. The Client shall ensure the accuracy of all information so provided.
- The Client will not be charged if they cancel up to 7 days prior to the start date in the Term above.
- Cancellation after this period will result in 100% of the cost being charged.
Client shall ensure the accuracy of all information so provided.
In these Conditions:
"Client" means the person named on the Quotation to whom the Supplier is providing the Services under the Contract subject to these Conditions;
"Conditions" means the standard terms and conditions for the provision of consultancy services by the Supplier set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the parties;
"Confidential Information" means any and all information which is now or at any time in the future in the possession of either party or either party’s consultants or employees and which is disclosed to the other whether orally or in any material form in connection with the Project or the provision of the Services but excluding Know How;
"Supplier" means Swansea University;
"Contract" means the contract formed by the Quotation and these Conditions;
"Documents" means all and any media incorporating Know How;
"Information" means any documents or other materials, and any data or other information necessary for the Supplier to perform the Services in accordance with the Contract in each case in whatever medium it is held including without limitation any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device embodying any other data;
"Intellectual Property Rights" means all rights which may subsist in any part of the world in the Know How or granted in respect of the Know How, including without limitation, all trade and service marks (whether registered or not) patents, registered designs, design rights, copyright, database rights, semiconductor topography rights, rental and lending rights, neighbouring rights and moral rights (including in all such cases any applications for any such rights or protections and any rights to apply therefore) all utility modules, rights in any secret processes, and confidential information or other associated or similar rights or protections and all renewals continuations extensions renewals and divisions;
"Know How" means all patentable and non-patentable inventions, discoveries improvements and processes, all methods, data, formulae, information, specifications, modifications; all copyright works (including without limitation computer programs); all designs (whether or not registered or registrable) and all or other work in each case that is created, developed or conceived by the Supplier in pursuance of the Services;
"Project" means the project brief details of which are set out in the Quotation;
"Services" means the services to be provided by the Supplier to the Client described in the Quotation;
"Quotation" means the sheet to which these Conditions are appended;
"Site" means the Supplier’s premises or such other site as may be agreed in writing between Supplier and the Client;
"Term" means the period specified in the Quotation during which the Services are provided;
Unless the context requires otherwise:-
- headings in these Conditions are inserted for convenience only and do not affect their interpretation;
- a reference to a person includes a reference to a firm, a body corporate, an unincorporated association or authority;
- a reference to a person includes a reference to their executors, administrators, successors (including, but not limited to, persons taking by novation) and assigns;
SUPPLY OF THE SERVICES/GOODS
- The Supplier shall provide the Services in respect of the Project to the Client during the Term subject to these Conditions and in accordance with the Quotation. Any changes or additions to the Services or these Conditions must be agreed in writing by a duly authorised representative of both the Supplier and the Client.
- The Client shall at its own expense supply the Supplier with all necessary Information relating to the Services, within sufficient time to enable the Supplier to provide the Services in accordance with the Contract. The Client shall ensure the accuracy of all Information so provided.
- The Supplier may at any time without notifying the Client make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.
- The parties agree that the Services shall be performed by the Supplier.
- Any goods and related accessories provided in the course of the Services shall be considered as ancillary to the consultancy services and such goods and accessories shall be provided on an as is basis and no warranty is given as to its quality, condition, or fitness for purpose. The Client warrants that it has inspected the equipment and accessories and that they are of satisfactory quality and fit for any purpose for which they may be used.
- To the maximum extent permitted by law, the Supplier excludes all liability, whether arising in contract, tort (including negligence) breach of statutory duty or otherwise under or in connection with this agreement and the supply of goods and services, except that the Supplier does not exclude liability for death or personal injury caused by its negligence and fraudulent misrepresentation.
- In consideration of the provision of the Services the Client shall pay to the Supplier the sum specified in the Quotation. This sum is exclusive of VAT (which shall be payable in addition by the Client) and of any travelling or other expenses incurred by the Supplier.
- Unless otherwise agreed in writing, the Supplier shall be reimbursed for all expenses of travelling otherwise than to and from the Site and for such subsistence expenses as may be incurred in connection therewith providing such expenditure is reasonable and necessary for the proper performance of the Project and subject to the production of vouchers or other evidence verifying such expenditure.
- All payments to the Supplier shall be made against the Supplier's invoices which shall be presented when the Project is complete or as otherwise agreed between the parties and set out in the Quotation. All payments shall be made by the Client within 30 days following receipt by the Client of the invoice. All payments shall be made by cheque or bank transfer to the account of Supplier at a bank as may be nominated in writing by the Supplier.
- Unless otherwise agreed in writing the fee specified in the Quotation shall include all materials purchased by Supplier from time to time and used in the course of the provision of the Services.
- If payment is not made on the due date, the Supplier shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgement) at the rate of 4 % above the base rate from time to time of HSBC Bank Plc from the due date until the outstanding amount is paid in full .
POSITIVE OBLIGATIONS OF SUPPLIER
Supplier shall during the Term:-
- perform those duties and exercise such powers consistent with them which are from time to time reasonably and properly necessary in connection with the provision of the Services;
- provide the Services at the Site and/or elsewhere as may be reasonably and properly necessary for the due performance of them;
- keep detailed records of all things done by it in relation to the provision of the Services and at the Client's request and expense, but subject always to the provisions of clause 6 below, shall make them available for inspection and/or provide copies to the Client; and
- use its reasonable endeavours to ensure that the Supplier and its employees comply with any rules and regulations advised to the Supplier by the Client pursuant to clause 5.1.2.
OBLIGATIONS OF THE CLIENT
Throughout the period of this Contract the Client shall:
- afford the Supplier such access to such information records and other material relevant to the Project as the Supplier may require to provide the Services during normal business hours;
- if requested by the Supplier, make available such working space and facilities at the Client’s premises as the Supplier may reasonably require comparable to but not better than those given by the Client to its own employees of similar status and advise the Supplier of the rules and regulations which are then in force for the conduct of its employees at such premises;
- make available appropriate employees to liaise with the Supplier;
- secure and otherwise keep safe all and any property of the Supplier;
- supply the Supplier free of charge with such materials instruments or equipment which the Supplier may need to carry out the Services; and
- provide the Supplier with the Information pursuant to clause 2.2.
INTELLECTUAL PROPERTY RIGHTS/CONFIDENTIALITY
- The Supplier agrees to disclose all Know How to the Client and the rights to apply to patent all Know How is hereby assigned by the Supplier to the Client and the Supplier further hereby agrees to assign or procure that its employees assign to the Client all Intellectual Property Rights in the Know How.
- The Supplier shall at the request and expense of the Client assist the Client in connection with any application for patent or other intellectual property right protection in respect of the Know How, and execute all documents and to do all such acts and things as the Client’s legal advisers may advise are necessary or desirable in connection with any such applications or registrations.
- In furtherance of clause 6.1 above, the Supplier hereby assigns to the Client by way of assignment of copyright all vested, contingent and future rights of copyright subsisting in the Documents conceived, originated, made or developed by the Supplier or any of its employees in pursuance of the Services whether in existence now or in the future created for all the classes of act which, by virtue of the Copyright Designs and Patents Act 1988, the owner of the copyright has the exclusive right to do throughout the world, and for the whole period for which copyright is to subsist.
- Nothing in this Agreement shall affect ownership of or rights in or to intellectual property rights existing prior to the commencement of the Services or created, made or conceived otherwise than in pursuance of the Services ("the Background Intellectual Property") which shall remain the property of such party (including any third parties) which owned them at that date or who created, made or conceived them, and nothing herein constitutes a licence or other right for either party to this agreement to use the Background Intellectual Property owned by another party (including any third parties).
- The Supplier agrees to keep and to ensure that all its employees and consultants keep the Know How secret and confidential, except as permitted hereunder to enable the Supplier to carry out its duties and obligations.
- Each party agrees to treat as secret and confidential and not at any time for any reason to disclose or permit to be disclosed to any person or persons or otherwise make use of or permit to be made use of any Confidential Information (including but not limited to any information relating to the other party’s or third party’s technology, technical processes, Background Intellectual Property, business affairs, or finances or any such information relating to any customers or associates of the other party where knowledge or details of the information was received during the period of this Contract or in connection with the provision of the Services or in pursuance of the Project).
- The obligations of confidence and non-use referred to in clauses 6.5 and 6.6 shall not apply to any Know How or Confidential Information or other information which:-
- are in the possession of and at the free disposal of the receiving party or are published or otherwise in the public domain prior to the receipt of such Confidential Information, Know How or other information by the receiving party;
- are or become publicly available on a non-confidential basis through no fault of the receiving party;
- are received in good faith by the receiving party from a third party who on reasonable enquiry by the receiving party claims to have no obligations of confidence to the disclosing in respect of them and who imposes no obligations of confidence upon the receiving party.
- is required to be disclosed by law
- The obligations of the parties under this clause 6 shall survive the expiry or the termination of this Contract for whatever reason.
- The Contract shall terminate automatically on completion of the Project by the Supplier.
- In addition to clause 7.1 either party may terminate this Contract forthwith by notice in writing to the other if the other:-
- commits a breach of this Contract which in the case of a breach capable of remedy shall not have been remedied within 30 days of the receipt by the other of a notice from the innocent party identifying the breach and requiring its remedy;
- is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant party under the Contract) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed or ceases for any reason to carry on business or takes or suffers any similar action which in the opinion of the party giving notice means that the other may be unable to pay its debts.
- Upon the termination of this Contract:-
- for whatever reason, the Supplier shall deliver up to the Client all of the Know How, Documents and copies thereof in the possession power custody or control of either of them at that time and shall do all such acts and things and shall execute all such deeds and documents as the client's legal advisers may reasonably require to transfer and assign to the Client the property and intellectual property in such Know How and Documents (including the Intellectual Property Rights) and the Supplier shall not thereafter utilise or exploit the Know How, Documents or Intellectual Property Rights in any way whatsoever except if otherwise agreed between the parties SAVE in the event of joint ownership of the Know How, Documents and Intellectual Property Rights, when each party shall provide to the other copies of all Know How and Documents then in the other’s possession power custody or control and shall do all such acts and things and shall execute all such deeds and documents as shall be necessary to transfer and assign into the joint names of the parties the property and intellectual property in such Know How and Documents (including the Intellectual Property Rights).
- by the Supplier pursuant to clause 7.2, the Client shall remain liable to pay to the Supplier all sums which have accrued due and owing to the Supplier hereunder.
- Termination of the Contract for whatever reason shall not affect the accrued rights of the parties arising in any way out of the Contract as at the date of termination and in particular but without limitation the right to recover
damages against the other and all provisions which are expressed to survive the expiry or termination of the Contract shall remain in force and effect.
THE CLIENT’S ATTENTION IS IN PARTICULAR DRAWN TO THIS CLAUSE 8
- The following provisions set out the entire financial liability of Supplier (including any liability for the acts or omissions of its employees and/or the Supplier) to the Client in respect of:
- any breach of these Conditions; and
- any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
- All warranties, conditions and other terms implied by statute or common law are to the fullest extent permitted by law excluded from the Contract.
- Nothing in these Conditions excludes or limits the liability of the Supplier for death or personal injury caused by the Supplier’s negligence or fraudulent misrepresentation.
- Subject to conditions 8.2, 8.3, 8.5 and 8.6:
- The Supplier’s total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation or otherwise arising in connection with the performance or contemplated performance of this Contract shall be limited to the sum specified in the Quotation as being payable to the Supplier in respect of the Services; and
- The Supplier shall not be liable to the Client for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
- The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Information or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
- The Supplier shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Services, if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
- Neither party shall assign transfer sub-contract or in any other manner make over to any third party the benefit and/or burden of the Contract without the prior written consent of the other.
- The Contract shall be binding upon the successors and assigns of the parties hereto and the name of the party appearing herein shall be deemed to include the names of its successors and assigns provided always that nothing shall permit any assignment by either party except as expressly provided.
GOVERNING LAW AND JURISDICTION
- The validity construction and performance of the Contract shall be governed by the law of England and Wales.
- All disputes claims or proceedings between the parties relating to the validity construction or performance of the Contract shall be subject to the non-exclusive jurisdiction of the High Court of Justice in England and Wales to which the parties hereto irrevocably submit. Each of the parties irrevocably consents to the award or grant of any relief in any such proceedings before the High Court of Justice in England and Wales. Either party shall have the right to take proceedings in any other jurisdiction for the purposes of enforcing a judgement order obtained from the High Court of Justice in England and Wales.
- Neither party shall be in breach of the Contract if there is any total or partial failure of performance by it of its duties and obligations under the Contract occasioned by any act of God, fire, act of government or state war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labour disputes of whatever nature, and any other reason beyond the control of either party.
- If either party is unable to perform its duties and obligations under the Contract as a direct result of the effect of one of those reasons that party shall forthwith give written notice to the other of the inability stating the reason in question.
- The operation of the Contract shall be suspended during the period (and only during the period) in which the reason continues.
- Forthwith upon the reason ceasing to exist the party relying upon it shall give written notice to the other of this cessation.
- If the reason continues for a period of more than 90 days and substantially affects the commercial basis of the Contract the party not claiming relief under this clause 10 shall have the right to terminate the Contract upon giving 30 days' written notice of such termination to the other party.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
- The Contract shall not be amended modified varied or supplemented except in writing signed by duly authorised representatives of the parties.
- No failure or delay on the part of either party hereto to exercise any right or remedy under the Contract shall be construed or operated as a waiver thereof nor shall any single or partial exercise of any right or remedy as the case may be. The rights and remedies provided in the Contract are cumulative and are not exclusive of any rights or remedies provided by law.
- The text of any press release or other communication to be published by or in the media concerning the subject matter of the Contract shall require the approval of each party.
The Contract constitutes the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
A notice approval consent or other communication in connection with the Contract
- must be in writing;
- in the case of the Client must be marked for the attention of the person who signs the Contract on behalf of the Client and in the case of Supplier marked for the attention of the Chief Executive Officer of Supplier and shall be addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision by the party giving the notice.
- A notice approval consent or other communication shall take effect from the time it is received (or if earlier the time it is deemed to be received in accordance with clause 15.3) unless a later time is specified in it.
- A letter or facsimile is deemed to be received:-
- in the case of a posted letter unless actually received earlier on the third (seventh if posted to or from a place outside the United Kingdom) day after posting; and
- in the case of facsimile on production of a transmission report from the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient