Scope
1. These conditions shall govern any assignment for the supply of services (including the provision of facilities and advice) by Absolute Software Ltd. ("Absolute") to any person, firm or company ("the client") except to the extent that they conflict with any accompanying proposal or letter. The grant of any right or licence in any of Absolute's intellectual property shall be governed by other conditions.
Representations by Client
2. In fulfilling the assignment, Absolute shall be entitled to rely on the following;
a) that the clients staff (and others over whom the client may have control) shall fully co-operate with Absolute;
b) that the client supplies specified computer software, equipment and additional data, via specifications and personal staff interviews when requested by Absolute
c) that the client shall grant Absolute such access to its premises, offices, facilities and equipment as is reasonably necessary to facilitate their obligations on the assignment.
d) that information supplied by the client will be accurate and complete, and
e) that the client has the authority to commission the assignment;
and the client shall indemnify Absolute against any losses arising from any claim that Absolute's activities in the course of the assignment infringe any third parties' intellectual property or other rights.
Proposals
3. All proposals or letters submitted to the client are valid for a period of thirty days from the date thereof or until such time as Absolute gives notice in writing of its withdrawal of the proposal or Letter whichever the earlier.
Quotations
4 Quotations for professional fees are valid for thirty days from the date of the related quotation or proposal. Absolute shall either re-quote for services to be provided after that date or, at its option, shall provide services or any further services at the same rate as that of the quotation and an additional amount representing any increase in the consumer price index, or any other equivalent index published by the British Government, since the date of the quotation.
Changes
5 In addition to quoted professional fees, Absolute shall charge:
a) Value Added Tax where required and
b) for the use of special equipment in the course of the assignment at Absolute's standard rate, and
c) for goods, carriage, services and facilities acquired specifically for the assignment and for consultant reasonable travelling and subsistence expenses at cost plus 15%.
Payment Terms
6 Fees shall be invoiced monthly as agreed between Absolute and the client. Expenses and other charges shall be invoiced monthly as incurred. Payment of invoices shall be due fourteen days after date of issue and shall be made in Pounds Sterling. Absolute reserve the right at its option, and without prejudice to any other remedy at any time, after payment has become due, to charge interest on overdue accounts at the rate of 2% per month (APR 26.8%), accrued daily, to run from the due date for payment, until receipt of Absolute of the due amount, whether or not after judgement.
7 Title shall not pass in any software program, equipment or goods to be supplied to the client until payment for them has been made in full.
Confidentiality
8 During the course of the assignment, Absolute and the client may exchange information which is of a secret or confidential nature and which is neither already known to the recipient nor in the public domain either at the time of disclosure or subsequently through no fault of the recipient. The recipient shall use its best endeavour to keep such information secret and to that end shall not, without the specific prior written consent of the other, permit the information
a) to be disclosed except to those who may need to have such information in connection with the assignment
b) to be copied
c) to be commercially exploited in any way, or
d) to pass outside the receiving party's control
9 To protect the confidentiality of all Absolute's clients access to Absolute's offices or work areas shall not be given to any client or third parties except by special arrangement with Absolute.
10 Except with Absolute's express prior written consent, clients shall not publish any reports which Absolute may deliver to them during the course of the assignment nor make known to third parties the contents thereof or the fact that Absolute has undertaken the assignment. Where the result of the assignment is a product (whether in the form of a complete product, a component or sub-system, or software), then once the product is launched, as determined by it being made available for sale or by it being published by the client, Absolute shall (with the permission of the clients which shall not unreasonably be withheld) be at liberty to disclose its own role in the development of the product to the extent that the security of the client's secret or confidential information is not thereby prejudiced.
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Risk and Insurance
11 Where either Absolute or the client provides the other with any equipment or other goods in the course of the assignment, the recipient shall operate that equipment or use such goods in strict accordance with such instructions (particularly in regard to health and safety) as the supplying party may make available.
12 Absolute shall provide its services at the client's sole risk. The client shall effect and maintain suitable insurance in respect of all relevant risks relating to the Absolute consultant or employee and his/her performance of the assignment, whilst situated at their premises. At Absolute's request, clients shall provide evidence of appropriate insurance covering such risk.
Quality of Service
13 Absolute shall aim cost-effectively to provide services which reflect those technological and business practices which are best suited to the assignment and all forecasts and recommendations shall be made in good faith. However:
a) as Absolute has no control over the implementation of its recommendations or advice, Absolute cannot accept any liability for losses, whether consequential or otherwise, which may arise from such implementation and
b) in view of the developmental nature of many assignments, Absolute cannot give any warranties (i) as to the condition fitness for purpose or performance of any equipment or other goods supplied to the client or its nominees in the course of the assignment, nor (ii) as to the time of completion of any development assignment nor (iii) that the client can freely implement Absolute's recommendation or advice without infringing any third parties' patent or other intellectual property rights, nor that any forecast or projection given with respect to the results of a development assignment can be achieved.
14 Absolute does not represent itself as a supplier of those services usually provided by lawyers, patent agents and insurance brokers or other professional advisors; and Absolute respectfully recommends that clients seek advice from their own advisors where appropriate before implementing any of Absolute's recommendations or advice.
Force Majeure
15 Absolute shall not be under any liability of whatsoever kind for the non-performance whole or in part of its obligations under the contract due to causes beyond its control. This includes and is not limited to war, whether actual declaration or not is made, sabotage, riot or act of civil disorder, tempest, fire or flood or any other Act of God.
Intellectual Property Rights
16 Any copyright material, design rights or other intellectual property rights which may have been developed or created by Absolute in the course of the assignment shall belong to Absolute unless otherwise agreed in writing between the parties.
17 Nothing in these conditions shall restrict Absolute from dealing with intellectual property whether developed in the course of the assignment or otherwise in such manner as it may see fit provided that the security of the client's secret or confidential information is not thereby prejudiced.
18 The client shall not be entitled to any right or licence in any intellectual property in which Absolute has a proprietary interest unless the grant of that right or licence has been formalised in a deed or in a document executed on behalf of Absolute by one of its directors.
Recruitment of Staff
19 During the year following completion of the assignment the client shall not itself engage, nor offer engagement, as an employee or consultant any of Absolute's staff or consultants nor shall the client encourage others so to do.
Termination
20 Absolute shall be entitled to terminate any development assignment immediately in the event of non-payment by the client of any sum when due to Absolute or the liquidation receivership or other insolvency of the client.
21 In all other circumstances, either party can terminate this contract by providing one month's written notice to the other party.
Law
22 Each of the condition clauses shall be deemed to be separate and severable and to the extent that such a clause may be unenforceable or void such a clause or part thereof shall be deemed to be deleted without affecting any of the other valid provisions contained herein.
23 The contract shall be governed by and interpreted in accordance with English Law and the Customer submits to the jurisdiction of the High Court of Justice in England. Clause headings are for information only and shall not affect interpretation or construction thereof.
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