Standard Terms of Business
1 SCOPE AND DURATION
Any Quotation relates only to the Assignment described. Except as provided in
Clause 9 the duration of the Agreement shall be from the date of acceptance of
the Quotation until the completion of the Assignment.
2 WORKING FACILITIES
Where appropriate, the Client shall make available to Ladybridge Systems such
equipment, documentation and working facilities as may reasonably be expected
to be required in pursuance of the Agreement. Ladybridge Systems shall hold
all such materials as the property of the Client and shall not in any way part
possession with them or pledge them in any way. Ladybridge Systems shall use
all reasonable efforts to ensure the safety and security of such materials,
including where appropriate arranging insurance cover for them.
Upon the termination or expiry of the Agreement or at any time at the
request of the Client, Ladybridge Systems shall return to the Client all items
and materials, including but not limited to hardware and software products,
documents, papers, drawings, tabulations and reports which were provided by
the Client to Ladybridge Systems in performance of the Agreement. Ladybridge
Systems shall make no further use of any such information nor make any
reproductions of any material supplied by the Client without the specific
prior written consent of the Client.
3 WORKING PRACTICES
Work carried out under the Agreement shall be performed in a professional and
workmanlike manner and in accordance with generally accepted commercial and
computing practices. Ladybridge Systems shall ensure that all visits to the
Client's sites are carried out in accordance with all relevant rules of
safety and conduct.
4 INDEPENDENT CONTRACTOR
For the purposes of the Agreement, Ladybridge Systems is acting as an
independent contractor and shall have no right, power or authority whatsoever
to create any obligation, expressed or implied, on behalf of the Client and
shall have no authority to represent the Client as an agent beyond the terms
of the Agreement.
Fees cover the time spent on work under the terms of the Agreement wherever
it may be carried out. Work beyond that set out in the Quotation shall be at
the standard rates charged by Ladybridge Systems.
The Client shall pay VAT and such other taxes and duties as are properly
chargeable by Ladybridge Systems in respect of the supply of goods and
services pursuant to the Agreement.
Ladybridge Systems shall invoice the Client on completion of the
Assignment. For Assignments of over two weeks duration, intermediate invoices
may be issued. Payment of all fees and expenses must be received by us as
cleared funds within 30 (thirty) days of the invoice date. Clients should
allow sufficient time for processing of payments. Invoices not paid by the
due date may incur interest at 8% above the UK base rate charged for each
month or part thereof for which payment is overdue in accordance with the Late
Payment of Commercial Debts (Interest) Act. The Client shall be liable for all
costs incurred in securing payment of overdue invoices.
Ladybridge Systems reserves the right to suspend support services if the
Client has overdue payments outstanding.
6 PROPRIETARY RIGHTS
Copyright in any and all computer programs, documentation, reports and all
other information modified by Ladybridge Systems pursuant to the Agreement
shall remain vested in the original copyright holder.
In pursuance of the Agreement Ladybridge Systems may make use of existing
or modified computer programs, documents and other information for which it
holds copyright. Copyright in such computer programs, documentation and other
information shall remain vested in Ladybridge Systems.
7 CONFIDENTIAL INFORMATION
Ladybridge Systems acknowledges and agrees that information concerning or
related to the Client is of a confidential and secret character. Ladybridge
Systems agrees to hold as confidential and not to divulge to any person such
information without the specific prior written consent of the Client, and
shall not use nor permit any other person to use any such information for any
purpose whatsoever except as may be authorised by the Client. The provisions
of this clause shall survive the expiry and termination of this Agreement for
No liability will be accepted for consequential loss or damage to hardware,
data or business howsoever caused as a result of advice given or use of items
developed or provided. The maximum liability for any other event shall not
exceed the fees paid by the Client.
Either party may terminate the Agreement immediately in the event of any
proceedings relating to bankruptcy, insolvency or winding up of the other
party or the appointment of a Receiver over all or any of the other party's
assets. The Client shall at any time, without prejudice to any rights at law
or in equity, be entitled to terminate the Agreement forthwith or require
Ladybridge Systems to terminate any specific services being performed
hereunder forthwith (i) without notice in the event that Ladybridge Systems
is not performing such service to the reasonable satisfaction of the Client
or in the event that Ladybridge Systems is in default of any provision of
the Agreement and has not remedied such non-performance or default within
five days of being given notice by the Client to do so; or (ii) without cause,
by providing one day's prior written notice to so terminate.
Ladybridge Systems shall at any time, without prejudice to any rights at
law or in equity, be entitled to terminate the Agreement forthwith (i) without
notice in the event that the Client is in default of any provision of the
Agreement and has not remedied such default within five days of being given
notice by Ladybridge Systems to do so; or (ii) without cause, by providing
one day's prior written notice to so terminate subject to forfeit of the
guarantees of payment set out herein.
Upon termination of the Agreement for whatever reason, Ladybridge Systems
shall, unless otherwise directed by the Client, immediately cease all work
pursuant to the Agreement and shall deliver up to the Client any and all
materials which are the property of the Client, and shall provide to the
Client invoices for all services performed to the satisfaction of the Client
up to the date of such termination. Upon payment of such invoices Ladybridge
Systems shall provide to the Client any and all materials for which the Client
has so paid.
All notices given pursuant to the Agreement shall be in writing and if given
by the Client shall be addressed to Ladybridge Systems at 17B Coldstream Lane,
Hardingstone, Northampton, NN4 6DB or if given by Ladybridge Systems shall be
addressed to the business address of the Client and may be delivered by hand
to such address or sent by recorded delivery first class post thereto
whereupon the same shall be deemed to have been received 72 hours after
In the event that any of the terms contained herein or in any variation
hereto shall be determined to be invalid or unenforceable to any extent such
term shall be severed from the body of such terms which shall continue to be
valid and enforceable to the fullest extent permitted by Law.
12 ENGLISH LAW
The Agreement shall be governed by and construed in accordance with the Laws