The fees payable for our services, and the stages for fee payments, are as set out in our proposal. If no stage payments are specified, fees are payable on completion of the project. Our invoices are due for payment 30 days from invoice issue date. All fees quoted are exclusive of VAT.
In addition to our fees, we will be entitled to charge our reasonable expenses, properly incurred. Our expenses will not exceed any expense limits agreed with you.
You must pay our fees and expenses by direct bank payment to our nominated bank account.
Any variation to the specification of work for the project must be agreed by us. If a variation involves additional work, we will be entitled to a fair and reasonable variation of our fees. Similarly, if you request cancellation or a delay in the project, we will be entitled to invoice at that stage a fair and reasonable proportion of our project fees and expenses.
We will perform our services with all reasonable professional skill and care. We will maintain professional indemnity insurance with a reputable insurance company, and provide details of our insurance to you on request.
We understand that reporting timetables are important to you, and we will do our best to comply with any timetable for completion of our work agreed with you. If no timetable is agreed, we will perform our services within a reasonable time. However, we will not in any circumstances be liable to you for the consequences of any delay in our work which is caused by illness, injury or other circumstances outside our control.
You must provide us in a timely manner with the material needed for us to perform our services, and any project support or facilities specified in our proposal. You must also provide us with any additional information which we reasonably request to enable us to perform our services.
Intellectual Property Rights
All copyright and all other intellectual property rights, anywhere in the world, in the reports, presentations and other deliverables produced by us in performing our services will belong to you.
If you require, we will, on payment in full of our fees and expenses, sign any document and take any other steps which you reasonably request to assign such copyright or other intellectual property rights to you.
We understand that confidentiality in relation to your project is essential, and aim to develop a relationship of mutual trust and confidence with all our clients.
We will keep confidential all material which you disclose to us for the purposes of the project, and all other confidential or commercially-sensitive information concerning your technology, clients, business plans, product development plans and marketing activities which we may obtain from you in performing our services. We will not –
a) publish any such information in any form;
b) disclose such information to any third party, except to our own directors, employees or agents who need to have access to it, and then only subject to the same obligations of confidentiality; or
c) use any such information except for the purpose of performing our services.
Our obligations of confidentiality will not apply to any information which –
a) is already in or subsequently comes into the public domain, other than as a result of a breach of our obligations; or
b) is subsequently received by us from a third party who did not acquire or disclose such information unlawfully; or
c) is required to be disclosed to a court or regulatory body which has legal power to compel disclosure by us, but in that case we will endeavour to consult you before responding to any order to disclose information.
We will not publicise or disclose the fact that we have worked for you on this project without your prior consent.
Limitations on our Liability
We are a small, specialist company, and cannot provide our services except on the basis that our liability is limited, other than any liability in respect of death or personal injury due to our negligence which cannot, by law, be excluded or limited.
We will not in any circumstances be liable to you for any indirect or consequential loss or damage as a result of any breach of our obligations, including (but not limited to) loss of profits, reputation or business opportunities. Our liability to you for any other loss arising out of any breach of our contractual obligations to you, or negligence, will be limited to £25,000 or twice the amount of our fees for the project, whichever is higher.
Our contract with you will be governed by English law. You agree that the English courts shall have non-exclusive jurisdiction in any issues arising out of our contract, and waive any objection to the English courts exercising jurisdiction.