1.1. Sharpedge will provide services as agreed in a Letter of Engagement / Quotation, so far as is reasonably practicable within any agreed timescale, and with all proper skill and care.
1.2. As an independent professional, Sharpedge will not be subject to direction or control, and itself accepts the responsibility for the proper provision of Services.
1.3. Sharpedge is responsible for maintaining reasonable continuity in personnel providing Services on its behalf, but reserves the right in its sole discretion to make changes from time to time; no additional charge will be made for any handover period, and Sharpedge remains responsible for Services performed by any individual on its behalf.
1.4. Sharpedge reserves the right to decline to provide any advice and assistance outside the scope of Services specifically agreed between the parties, even if Sharpedge may previously have provided such additional advice and assistance.
1.5. Where it is agreed that Services will be provided on a 'Time and Materials' basis up to a maximum figure, Sharpedge does not (save as expressly stated) warrant that such maximum figure will be sufficient to complete the task(s) specified.
2. Copyright and Intellectual Property Rights
'Deliverable' means a work produced by Sharpedge in the course of Services for delivery to the Client. Where pre-existing works are specified in a Letter of Engagement / Quotation as being incorporated in any Deliverable, the Client has non-exclusive irrevocable world-wide royalty free licence to use modify and distribute such pre-existing works, but only as part of the Deliverable; all other rights in the pre-existing works are reserved. Subject thereto, all rights in any Deliverable pass to the Client upon payment of all fees due to Sharpedge which relate to that Deliverable, and Sharpedge will execute a formal assignment thereof on request by the Client.
3. Charges and Payment
3.1. Estimates are subject to change if based on incorrect information provided by the Client, or if any specified dependencies / facilities are not available on time, or if any equipment required to be provided by the Client fails to operate correctly (save where the engagement itself is for the repair thereof).
3.2. All sums due shall be invoiced and paid as specified in the Letter of Engagement / Quotation. The Client will pay Sharpedge's invoices within 14 days of invoice date, plus VAT. Unless otherwise specified, where payment is on a time and materials basis, Sharpedge may invoice monthly.
3.3. If any of Sharpedge's invoices becomes overdue, Sharpedge may suspend provision of Services, and any agreed timescale will be automatically extended; Sharpedge may also terminate an engagement at any time when any payment is more than 7 days overdue.
Neither goods nor services provided by Sharpedge are intended for use or application in connection in any way with High Risk Systems, and Sharpedge specifically disclaims any express or implied warranties in connection with High Risk Systems. The Client warrants that none of the systems in connection with which the use of Goods or Services will be requested will be High Risk Systems. 'High Risk Systems' means systems in environments requiring fail-safe performance (such as nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems), in which failure could lead directly to death, personal injury, or severe physical or environmental damage.
Sharpedge is not liable for any loss or damage in excess of the higher of (a) £100,000, and (b) 125% of the total fees payable in respect of an engagement, except where it may not lawfully exclude or limit liability. Each party expressly excludes liability for consequential loss or damage, loss of profit, business, revenue, goodwill or anticipated savings. Any liability or remedy for innocent or negligent misrepresentation is expressly excluded. Neither party excludes or limits liability for death or personal injury. Sharpedge shall not in any event be liable for any claims unless they are notified to Sharpedge in writing within twelve months of the cause of action accruing.
Either party may terminate any engagement by one month's written notice to the other, or by immediate written notice if the other is in material breach or if the other becomes insolvent.
6. Non-poaching of staff
Neither party will engage, employ or otherwise solicit for employment any person who during the previous 12 months was an employee, partner, or sub contractor of the other and with whom such party had material contact in connection with any engagement, until 6 months after the end of that engagement.
A contract for an engagement formed on the basis of a Letter of Engagement / Quotation referencing these terms is governed only by these terms and by no others, except where both parties expressly agree in writing. In particular, it is agreed that any Purchase Order or other such document from the Client is intended for the Client's own administrative purposes only, and that notwithstanding its wording, neither a Purchase Order nor its content will have any legal effect. Save to the extent expressly provided, all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
Unless the parties have signed a separate agreement containing more specific provisions in relation to confidentiality (in which case the provisions of such agreement will continue to apply in lieu of this clause), each party will keep any confidential information disclosed by the other secret. Neither party may use or take advantage of any such confidential information without the discloser's consent, even after the end of an engagement. This obligation does not apply to (i) information known to the receiver before disclosure by the other party, or (ii) information which becomes public knowledge without fault on the part of the receiver, or (iii) disclosures made to the extent required by some applicable legal or regulatory requirement.
Sharpedge may include reference to the fact that it is providing Services to the Client in its publicity material, in terms to be approved by the Client (such approval not to be unreasonably withheld). Subject thereto, except with the written consent of the other party, neither party shall make any press announcements or publicise this Agreement in any way.
The Client is a client of a business undertaking carried on by Sharpedge, and it is not the intention of either to create or allow to arise any employee/employer relationship.
11. Force Majeure
If a party is obstructed in performing any of its obligations by an event outside its reasonable control, then performance to the extent obstructed is suspended for so long as the obstruction continues. Whilst performance has been suspended for more than 7 days, either party may terminate by immediate written notice.
These terms are governed by the laws of England & Wales, whose courts shall have sole jurisdiction in relation to all matters arising.
Sharpedge Engineering Terms of Business, valid from 24/01/2011