3. 8.
LIMITATION OF LIABIL
ITY
12
9.
TERMINATION
13
10.
GENERAL
14
11.
JURISDICTION & LAW
15
12.
SPECIAL TERMS AND TH
E STATEMENT OF WORK
16
4
1.
Definitions
In these general terms and conditions (unless the context otherwise requires) the following meanings
shall
apply:
The Agreement
Comprising these General Terms and Condit
ions, the Statement of Work
and any document which the Statement of Work expressly refers to as
included in the Agreement.
Camwood
Camwood Limited, whose registered office is at Marlow House, 1a
Lloyds’s Avenue, London, EC3N 3AA.
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䍯湦摥湴慬
䥮潲慴潮
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愩
relates to either party’s research and development, trade secrets or
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5Intellectual
Property Rights
Rights relating to trademarks, registered designs, patents, applications
for any of the foregoing, copyright,
database rights, design rights, know
-
how, trade and business names, moral rights, publication rights,
performance rights, goodwill and any other similar protected rights in any
country.
Overtime rate
The Rate per Consultant in respect of time worked in
excess of 8 hours in
a Standard day; time worked during weekends will be charged at time
and a half at the agreed day rate and Sundays or Bank holidays at
double time which is exclusive of VAT.
5. The Results
This is the end product of the Consultancy serv
ices, including reports
generated and supporting documentation.
Subsistence costs
The food and accommodation costs for Consultants working at the Client
premises.
Standard day
This comprises of 8 hours Monday to Friday, excluding Bank Holidays
and worked between the hours of 09.00 and 18.00, allowing 1 hour for
lunch.
Statement of Work
The letter referenced in Clause 1.11 or that written correspondence which
specifies the Con
sultancy Services and other matters relevant to this
Agreement.
Start date
The contract will commence upon signature of the Statement of Works.
Travel costs
The cost necessary to enable the Consultant to travel from Camwood to
the Client’s premises.
The headings to the clauses of this Agreement are for reference only and shall not affect the
interpretation or
construction of this Agreement.
6
2.
Performance
Camwood agree to perform the Consultancy Services as set down in the Statement of
Work.
Any prior estimated costs or time scales relating to the Consultancy Services shall be deemed to be
superseded
by the Statement of Work. Camwood gives no guarantee to complete the Consultancy Services for a
fixed price
or according to a fixed time
table, unless otherwise agreed in the Statement of Work.
10
6.
Confidentiality
Each party shall hold in confidence and not disclose to any third party Confidential Information of the
other
party.
In the event that the receiving party becomes aware that it may be compelled by law or by the rules of
any
6. applicable regulatory organisa
tion to disclose any of the other party’s Confidential Information, the receiving
party will give prompt notice of the fact to the other party to enable the latter to seek any appropriate
remedy to
prevent the disclosure. The receiving party will provide t
he other party reasonable assistance in seeking such
remedy and will keep the other party promptly and fully informed of all developments relating to the
potential
disclosure. Should the disclosure have to be made, full details of the intended disclosure w
ill, where possible, be
given to the other party in advance and the disclosure will be limited to the minimum amount of the other
party’s
Confidential Information required to satisfy the disclosure obligation.
Neither party shall be prevented or restrict
ed from disclosing or using in the course of its business any technical
knowledge, skill or expertise of a generic nature acquired by it in the performance of this Agreement.
Camwood
may refer to the Client as a client in its publicity material but will no
t publicise its work under this Agreement
without the Client’s consent.
11
7.
Intellectual Property
Camwood will grant the Client a licence to use any resultant Reports and documentation from the
Consultancy
service provided within the Clients business, unless otherwise agreed.
All material produced by Camwood as a result of the Consultancy services w
ill be deemed to remain the
Intellectual Property of Camwood, unless otherwise agreed by the parties.
12
8.
Limitation of Liability
Camwood shall exercise reasonable skill and care in performing the Consultancy Services but shall not
be
responsible for the accuracy of advice based on information supplied by the Client or third parties.
The liability of Camwood under or in connection
with this Agreement, howsoever arising (including, without
limitation, in contract, negligence or other tort), shall not exceed in the aggregate the sum of £250,000 or
125%
of the fees paid, whichever is the greater; provided however that Camwood shall ha
ve no liability under or in
connection with this Agreement, howsoever arising, for damages in respect of loss of turnover, sales,
revenue,
7. profits or contracts or for indirect or consequential loss or damage.
These limitations and exclusions shall not
apply to personal injury, including death, caused by the negligence of
Camwood.
13
9.
Termination
Both parties are entitled to terminate the Agreement without cause upon thirty days’ written notice to the
other
Party.
The
Client will pay to Camwood fees and expenses outstanding at the date of termination.
Either party may terminate this Agreement forthwith by written notice to the other party if the other party:
(a) Shall commit a material breach of any of its obligations
under this Agreement and shall not have
remedied such breach within seven days of receiving written notice of the breach; or
(b) Has a winding up petition presented or enters into liquidation whether compulsorily or voluntarily
(otherwise than for the pur
poses of amalgamation or reconstruction without insolvency) or makes an
arrangement with its creditors or petitions for an administration order or has an administrative receiver,
receiver or manager appointed over any of its assets or ceases or threatens t
o cease to trade or generally
becomes unable to pay its debts within the meaning of section 123 of the United Kingdom’s Insolvency
Act 1986.
Termination or suspension shall not prejudice or affect any right of action or remedy which shall have
accrued or
shall thereafter accrue to either party.
