1. TERMS OF BUSINESS
1. These terms of business shall apply to any fixed price contract (‘the Contract’) between Inition Ltd, (‘Inition’), and the organisation which is to receive a service from Inition, (‘the Client’) to the exclusion of any other terms.
If there is a requirement for a change to the scope or specification of any part of the Contract arises, Inition will estimate the increase in cost necessary to complete the services due to the change, if any, and will normally agree to the change if the Client accepts any extra cost involved unless otherwise agreed.
3.1 The services to be provided under the Contract are detailed in Inition’s quotation, proposal or tender (‘the services’) and will, subject to the provisions of these terms of business, be provided by Inition on a fixed price basis.
3.2 Inition undertakes to assign competent and suitably qualified individuals to provide the services with reasonable skill and care.
3.3 Inition’s documentation formats, standards and methodologies will be followed unless agreed to the contrary.
3.4 Where Inition has been requested to provide equipment, licensed software, or services to the Client, the Client shall provide a suitable environment for installation. The Client shall be responsible for complying with all third party, end-user, licence or other agreement or terms and conditions (a copy of which can be provided upon request if not enclosed within our quotation, proposal or tender).
3.5 Inition’s warranty obligations with respect to supply of third party equipment or software is to pass-on the unexpired portion of the warranties provided by the relevant third party supplier. Any support which forms part of Inition’s quotation, proposal or tender for equipment or software shall consist of telephone/email support to assist the Client with basic troubleshooting and operational issues capable of remote resolution.
3.6 Risk in the equipment shall pass to the Client when the equipment is delivered to the Client. Title in the equipment shall not pass to the Client until the purchase price has been paid in full. Inition may take re-possession of the equipment at any time after payment becomes due but has not been received.
3.7 Where Inition uses the Internet, a web site or telecommunication link to provide some of the services Inition shall not be liable for failing to provide such services to the extent such failure is due to the failure of the whole or part of the Internet or telecommunication link, unless such telecommunication link is the express responsibility of Inition to provide and maintain.
3.8 The Client is responsible for accurately specifying the services and the content of any output produced and accepted by the Client during the course of the Contract and for ensuring that such outputs meet the Client’s requirements. Inition shall have no responsibility for the content of any such outputs.
3.9 The Client will ensure that Inition’s staff whilst at the Client’s premises are provided during the Client’s normal working hours (or such other times as may be agreed) with reasonable working conditions which meet the minimum standard laid down in the current Health and Safety Legislation, computer facilities (including computer consumables, storage and data preparation facilities), office accommodation and facilities (including a telephone and a photocopying facility), and such assistance of the Client’s employees as Inition shall reasonably require.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 The copyright and all other intellectual property rights in any software or experiential applications created by Inition for the Client during the performance of the services shall remain the property of Inition, with the Client hereby granted a licence to use such items within the duration/location/event/number of seats limitations as specified in Inition’s quotation, proposal or tender.
4.2 The Client acknowledges that elements of the services which constitute general know-how or expertise are part of Inition’s library of techniques, images, macros, stubs, code fragments of a reusable nature etc. (‘library items’) and that such library items are and will remain the exclusive property of Inition.
5. PRICING STRUCTURE
5.1 Unless otherwise detailed in Inition’s quotation, proposal, or tender a fixed price for the services includes effort expended to ensure that programs function and link correctly using agreed test data (normally the acceptance test data). The fixed price does not include any testing not specified with Inition’s quotation, proposal or tender.
Invoicing and Payment
5.2 Fixed price services will be invoiced by means of progress charges based on services carried out to the date of invoice unless an alternative payment schedule has been detailed within Inition’s quotation, proposal or tender. Invoices are payable in accordance with the payment terms specified in Inition’s quotation, proposal or tender or if none are specified, payable shall be made in full within thirty (30) days of the date of invoice.
5.3 Unless stated otherwise, the Client agrees to pay the amounts due, plus Value Added Tax at the prevailing rate. The Client shall make all payments due to Inition without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by Inition to the Client.
5.4 The fixed price and any additional charges are payable in full and payment cannot be set off, delayed or deferred pending the outcome of any claim which may be made by the Client.
5.5 If the Client fails to make any payment when due then in addition to the prices payable (and without prejudice to any other right of Inition), interest shall accrue on the amount outstanding on a day to day basis from the due date in accordance with the Late Payment of Commercial Debts Regulations 2013., Inition may also without notice suspend further performance of the services until such non-payment is remedied.
6. TIMING AND STAFFING
6.1 Timescales and staffing details given in any report, quotation, proposal, tender, plan or other document or presentation are included as an estimate only and a guide to the Client and are not specific commitments or obligations.
6.2 Where for any reason the Client is unable to provide, in a timely fashion, facilities or access to relevant experienced staff as required implicitly or explicitly by Inition, or where Client data, documentation or information provided is in Inition’s sole opinion poor quality, or fails to perform the obligations and meet the dependencies detailed in Inition’s quotation, proposal or tender, Inition will be entitled to charge and the Client will pay in full all additional charges levied in respect of extra time worked or delays incurred by persons assigned to perform the services and to adjust assignment timescales and progress payments accordingly.