11.2 If Goods are supplied or Services carried out to a specification instruction or design supplied by the Client or any third party on behalf of the Client then
i) the suitability and accuracy of the specification instruction or design will be the Client’s sole responsibility
12. INSOLVENCY If the Client fails to make payment in accordance with these conditions or commits a breach of Contract or if the Client offers to make an arrangement with his creditors or if any bankruptcy petition is presented against the Client or the Client is unable to pay its debts when they fall due or any resolution or petition to wind up the Company shall be presented or passed or a Receiver or Administrative Receiver or Manger shall be appointed over the whole or part of the Client’s business all sums outstanding in respect of the Goods and/or Services will immediately become due and the Company may in its discretion and without prejudice to any other rights
(i) suspend the Contract
(ii) terminate the Contract without liability on the Company’s part(iii) charge for work already carried out and for Goods and materials already purchased such charge to be an immediate debt from the Client (iv) exercise any other rights under these conditions
13. INTELLECTUAL PROPERTY RIGHTS
13.1 The ownership of and sole right to intellectual rights originated created produced or prepared by or on behalf of the Company during the course of the Contract or otherwise relating to the provision of the Goods and Services for the Client under the Contract shall be vested in the Company from the outset and the Company shall be at liberty to effect and be responsible for securing such protection as it may see fit. The intellectual property rights cannot be used copied transferred sold or dealt with in any way without the prior written consent of the Company
13.2 The Client where appropriate shall lend to the Company all assistance in securing registration of any such intellectual property rights if required by the Company to do so by the Company executing any assignment of any such intellectual property rights but the right of the Company to require such assignment shall in no way be construed as indicating that the intellectual property rights are other than vested in the Company in accordance with these terms
13.3 The Client agrees with the Company not without the pervious written consent of the Company to later modify or change or design any of the intellectual property rights created by the Company in the performance of the Services which in the opinion of the Company is material to the design or to permit any such design to be so altered modified or varied by any other person firm or Company.
13.4 The Client warrants that in so far as it is necessary for the Company to have use of any software or any Intellectual Property Rights belonging to any third party it has all the necessary licences and rights to use such software or Intellectual Property Rights in so far as the Company requires it for the provisions of the Services.
13.5 The Client agrees that it will not allow its directors, officers or employees or agents to:-(a) reverse assemble, reverse engineer, decompile or otherwise attempt to derive a source code from any software or other materials supplied to it by the Company
(b) copy, reproduce, modify, sell, lease, sub-licence, market or commercially exploit in any way any software |
or component thereof other than as expressly agreed to in this agreement insofar as such software is supplied to it pursuant to the terms of its agreement by the Company
14. GENERAL
14.1 Misrepresentation
The Client acknowledges that it has not entered into any contract with the Company in reliance upon any representation made but not embodied in the terms of the Contract save for any such representations given in writing by the Company.
14.2 Confidentiality
Each of the Company and the Client agree not to disclose any confidential information gained as a result of their relationship pursuant to this Agreement, but this shall not apply to any information lawfully processed prior to this Agreement. The parties further agree not to disclose to any third parties any information obtained during the term of this Agreement relating to the business or affairs of the other or their officers, companies, subcontractors or agents
14.3 Assignment
The Contract is personal to the Client and the Client may not assign the terms of the agreement or the provision of any Services supplied by the Company without the Company’s prior written consent. Failure by the Company to enforce any of its rights herein shall not constitute a waiver of any of these terms and conditions of busines
14.4 Partnership
Nothing therein shall be deemed to constitute the existence of a partnership between the parties
14.5 Severability
If any part term or provision of the agreement is held to be legally unenforceable, invalid or in conflict with the remainder then the remainder of the agreement shall be unaffected thereby.
14.6 Variation
No waiver, alteration, variation or addition to this agreement shall be effected unless made in writing after the date of signature of the agreement by both parties and accepted by the authorised signatory of both parties. The Company may sub contract the whole or any part of its obligations under the Contract to a third party.
14.7 Termination
14.7.1 Either party shall be entitled to terminate this agreement where the other is in material breach of the terms of this agreement and, where remediable, the breach has not been remedied within 14 days of the defaulting party being notified of the breach. The foregoing period of grace to remedy any breach shall not apply where the Client has failed to pay any sum by the due date.
14.7.2 Either party shall be entitled to terminate this agreement if the other has a receiver or administrative receiver appointed over it or any part of its undertaking or assets, or shall pass a resolution for winding up (other than for the purposes of a genuine reconstruction), or shall cease or threaten to cease to carry on business.
14.7.3 Upon termination, the accrued rights of the parties shall not be affected.
14.8 Notices
All notices to be given or made hereunder shall be in writing addressed to the other contracting party to receive the same at the Company’s or the Client’s main address as shown on the Contract. Notices may be given at such other addresses as each party may notify the other from time to time. All notices shall be deemed to have been delivered within three days after being posted or deemed to be received immediately if electronically transmitted.
14.9 Law
The agreement shall be governed by and construed in accordance with the Laws of England and the parties agree to submit to the jurisdiction of the Courts of England and Wales. 14.10 Third Parties
The Contracts (Rights of Third Parties) Act 1999 shall not apply. |
