Standard Terms and Conditions

1. Definitions

1.1.

Business days” means Monday to Friday inclusive excluding UK Bank Holidays

“Confidential Information” means all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to either Party by the other Party, its employees, agents, consultants or subcontractors and any other confidential information concerning either Party’s business or its products which the other Party may obtain.

“Deliverables” means all Documents, products and materials developed by CETSAT or its agents, subcontractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts).

“Document” means any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk, or other device or record embodying information in any form.

“Due Date” means the date by which payment is due by the Client. The Due Date is determined by the Clients Payment Terms.

“Equipment” means any materials belonging to CETAST, provided to the Client in order to assist with the provision of the Services, including any relevant Pre Existing Materials.

“Force Majeure” means any event outside the reasonable control of either party affecting its ability to perform any of its obligations under the Agreement including Act of God, fire, flood, lightning, war, revolution, act of terrorism, riot or civil commotion but excluding strikes, lock-outs or other industrial action, whether of the affected Party’s own employees or others.

“Goods” means hardware and software products

 “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

 “Payment Terms” means the period of time in calendar days between when an invoice is issued to the Client and the Due Date for payment of such invoice.

“Pre-existing Materials” means all Documents, information and materials provided by CETSAT relating to the Services which existed prior to the commencement of the Agreement, including computer programs, data, reports, specifications and process manuals.

Services” means the services to be provided by CETSAT under the Agreement, together with any other services which CETSAT provides or agrees to provide to the Client

2. Provision of Services and Goods

2.1. In consideration of and subject to payment to CETSAT of the Charges, CETSAT shall provide the Services / Goods.

2.2. Nothing in this Agreement shall prevent CETSAT from providing Services or Goods of any kind to a third party, including, for the avoidance of doubt, any of the Clients competitors.

3. CETSAT’s Obligations

CETSAT shall use reasonable endeavours to provide the services and to deliver the Deliverables to the Client.

4. The Client’s Obligations

4.1. The Client shall:

4.1.1.   co-operate with CETSAT in all matters relating to the Services

4.1.2.   provide, for CETSAT, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client’s premises, office accommodation, data and other facilities as required by the Supplier;

4.1.3.   provide, in a timely manner, such in-put material and other information as CETSAT may reasonably require, and ensure that it is accurate in all material respects;

4.1.4.   be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services, such that they are suitable for the Services and any Equipment required;

4.1.5.   inform CETSAT of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s premises;

4.1.6.   ensure that all of its equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements;

4.1.7.   obtain and maintain all necessary software licences and consents for the systems used by the client for the duration of the Agreement;

4.1.8.   keep, maintain and insure the Equipment in good condition and shall not dispose of or use the Equipment other than in accordance with CETSAT’s written instructions or authorisation; and

4.1.9.   be liable to pay to CETSAT, on demand, all reasonable costs, charges or losses sustained or incurred by CETSAT (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under this Agreement, subject to CETSAT confirming such costs, charges and losses to the Client in writing;

4.1.10.      prior to any relocation or transportation of the Equipment to seek advice from CETSAT as to how to implement the same and to comply with such advice.

5. Charges and Payment

5.1. The Client shall pay the Charges as set out in the Agreement, which shall specify whether the Charges shall be on a time and materials basis, a fixed price basis or a combination of both.

5.2. Where Services are provided on a time and materials basis:

5.2.1.   the Charges payable for the Services shall be calculated in accordance with CETSAT’s standard daily fee rates, as amended from time to time in accordance with clause 5.7;

5.2.2.   CETSAT’s standard daily fee rates for each individual engaged by CETSAT shall be calculated on the basis of an eight-hour Business Day, worked during 8.00am to 6.00pm and where required calculated on a pro-rata basis for each part day or for any time worked by such individuals with a minimum billing unit of fifteen minutes.

5.2.3.   Where any individual is required to work outside of the above office hours or Business Days on the provision of Services to the Client, CETSAT shall be entitled to charge and the Client agrees to pay an overtime rate of:

5.2.3.1.   200% of the standard daily fee for work carried out on a Sunday or UK Bank Holiday as a whole or on a pro-rata basis.

5.2.3.2.  150% for work carried out Monday to Saturday inclusive as a whole or on a pro-rata basis.

5.2.4.  CETSAT shall ensure that every individual whom it engages on the Services shall complete time sheets recording time spent on the Services, and CETSAT shall use such time sheets to calculate the Charges owed by the Client; and

5.2.5.   CETSAT shall invoice the Client monthly in arrears for its Charges for the previous month, Charges calculated as provided in this clause 5.2 and clause 5.6.

5.3. Where Services and / or Goods are provided for a fixed price, the total price and / or subscription price for the Services and / or Goods shall be the amount set out in the Agreement as amended from time to time in accordance with clause 5.7. The Client shall pay the Charges to CETSAT (without deduction or set-off) in total or in instalments (as defined in the Agreement), in accordance with the Payment Terms.

5.4. Notwithstanding clause 3 and clause 5.1 CETSAT may, from time to time, provide to the Client at a fixed price Services and / or Goods not specified within the Agreements. Where this is applicable the provision of Services and / or Goods will be subject to the terms of this Agreement and the charges and Payment Terms will be agreed by the Client by accepting in writing (by letter or by email) a formal quote from CETSAT for provision of such Services and / or Goods. Where the Payment Terms differ to those specified within this Agreement the Payment Terms on the quote shall take precedence.

5.5. Any fixed price and daily rate contained in the Agreement excludes:

5.5.1.   the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals with whom CETSAT engages in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by CETSAT for the supply of the Services. All of which shall be payable by the Client and invoiced by CETSAT accordingly;

5.6. All Charges quoted to the Client shall be exclusive of VAT, which CETSAT shall add to its invoices and shall be payable by the Client at the prevailing rate.

5.7. The Parties agree that CETSAT may review and increase its standard daily fee rates and the Charges provided that such Charges shall not be increased more than twice in any twelve month period. CETSAT shall give the Client written notice of any such increase two months before the proposed date of that increase. If such increase is not acceptable to the Client, it may, within one month of such notice being received or deemed to have been received in accordance with clause 18, terminate the agreement by giving two months written notice to CETSAT except where such increase in Charges is a consequence of an increase of third party charges to CETSAT.

5.8. The Client shall pay each invoice submitted to it by CETSAT, in full and in cleared funds, on or before the Due Date to a bank account nominated in writing by CETSAT.

5.9. Without prejudice to any other right or remedy that CETSAT may have, if the Client fails to pay CETSAT on the Due Date, CETSAT may:

5.9.1.   charge interest on any unpaid charges from the Due Date at the annual rate of 5% above the base lending rate from time to time of NatWest, accruing on a daily basis until payment is made, whether before or after any judgment and CETSAT may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and the Client shall pay such interest immediately on demand; and

5.9.2.    suspend all Services until payment has been made in full.

5.10. If any portion of an amount due to CETSAT under the Agreement is the subject of a bona fide dispute between the Parties:

5.10.1.       The Client shall pay to CETSAT within the agreed Payment Terms all amounts not disputed in good faith by the Client and all VAT due on all amounts (whether disputed or not).

5.10.2.       The Client shall notify CETSAT within ten Business Days of receipt of the invoice of any disputed amounts and shall describe in reasonable detail its reasons for disputing these amounts.

5.10.3.       Within five Business Days of CETSAT’s receipt of such notice from the Client, the Parties shall negotiate in good faith pursuant to the provisions of Clause 9 to reach settlements on any amounts that are the subject of the dispute and where appropriate, CETSAT shall refund any VAT already paid

5.11. Payment Terms unless agreed otherwise by both Parties shall be:

5.11.1.       Supply of Goods – 50% of total Charges due for payment on acceptance of a quote from CETSAT, the remaining 50% of the total Charges due seven calendar days from the issue of a valid invoice from CETSAT.

5.11.2.       Provision of Services on a Time and Materials basis – Charges due for payment thirty calendar days from the issue of a valid invoice.

5.11.3.       Provision of Services on a fixed price basis where multiple instalments and /or a subscription have been agreed by both Parties – Charges for the initial instalment or subscription period are due for payment prior to the commencement of Services and thereafter in advance of each and every instalment or subscription period.

5.11.4.      Provision of Services on a fixed price basis where a total price has been agreed for such Services that will be paid on completion of the agreed Services – Charges due for payment thirty calendar days from the issue of a valid invoice.

5.12. For the avoidance of doubt time for payment shall be of the essence in this Agreement.

5.13. CETSAT may, without prejudice to any other rights it may have, set off any liability of the Client to CETSAT against any liability of CETSAT to the Client.

6. Intellectual Property Rights

6.1. As between the Client and CETSAT, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by CETSAT. Subject to clause 6.2, CETSAT licenses all such rights to the Client free of charge and on a non-exclusive basis to such extent as is necessary to enable the Client to make reasonable use of the Deliverables and the Services. If this Agreement is terminated, this licence will automatically terminate.

6.2. The Client acknowledges that, where CETSAT does not own any of the Pre-existing Materials, the Client’s use of rights in Pre-existing Materials is conditional on CETSAT obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle CETSAT to license such rights to the Client.

6.3. Any Intellectual Property generated directly or indirectly in delivering of the Services contracted under this Agreement shall vest in and be the absolute property of CETSAT.

7. Confidentiality

7.1. The Parties shall keep in strict confidence all Confidential Information of the other Party.

7.2. The Parties may only disclose such Confidential Information belonging to the other Party:

7.2.1.   to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the its obligations under this Agreement; and

7.2.2.   as may be required by law, court order or any governmental or regulatory authority.

7.3. Each Party shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such Confidential Information comply with this clause 7.

7.4. Neither Party shall use any such Confidential Information for any purpose other than to perform its obligations under this Agreement or as permitted in clause 7.2.2 above.

8. Limitation of Liability

8.1. This clause 8 sets out the entire financial liability of CETSAT (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Client in respect of:

8.1.1.   any breach of the Agreement;

8.1.2.   any use made by the Client of the Services, the Deliverables or any part of them; and

8.1.3.   any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement

8.2.  All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.

8.3. CETSAT shall not be liable for any delay or failure to carry out Services or any failure of Goods as a result of any fault or failure caused by a third party provider or supplier of any associated products or services including but not limited to:

8.3.1.  Loss of internet connectivity; and

8.3.2.   Failures or surges of electrical power; and

8.3.3.  any software failure in relation to software licensed to the Client.

8.4. If CETSAT’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Client including but not limited to those set out in clause 4.1 above, its agents, subcontractors, consultants or employees, CETSAT shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

8.5. Nothing in the Agreement limits or excludes the liability of CETSAT:

8.5.1.   for death or personal injury resulting from negligence; or

8.5.2.   for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by the Supplier;

8.6.  Subject to clause 8.2 and clause 8.5:

8.6.1.   CETSAT shall not be liable for:

8.6.1.1.  loss of profits;

8.6.1.2.  loss of business;

8.6.1.3.  loss of goods;

8.6.1.4.  loss of contract;

8.6.1.5.  loss of corruption of data or information;  and

8.6.1.6.  any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;

8.6.2.   CETSAT’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall be limited to the price paid for the Services or Goods.

8.7     The liability of CETSAT in relation to any Equipment shall be limited to the extent of the warranty provided to CETSAT by its supplier or otherwise by the manufacturer.

9. Data Protection

9.1. Each Party warrants that it has complied, and shall continue to comply, with the requirements of the Data Protection Act 1998 (as amended from time to time) and all other data protection legislation in any jurisdiction relevant to the exercise of its rights or the performance of its obligations under the Agreement.

10. Termination

10.1. Without prejudice to any other rights or remedies which the Parties may have, the non-defaulting Party may terminate the Agreement without liability to the other save as to any pre-existing breach immediately upon giving written notice to the other if:

10.1.1.       the defaulting Party fails to pay any amount due under the Agreement by the Due Date for payment and remains in default not less than thirty days after being notified in writing to make such payment; or

10.1.2.       the defaulting Party commits a material breach of any of the terms of the Agreement (which, for the avoidance of doubt shall include any breach in relation to payment of Charges) and (if such a breach is remediable) fails to remedy that breach within thirty days of that party being notified in writing of the breach; or

10.1.3.       the  defaulting Party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement; or

10.1.4.       the defaulting Party becomes or is reasonably likely to become insolvent enters into bankruptcy, individual voluntary arrangement, liquidation, receivership, administration or into a corporate voluntary arrangement as defined by the Insolvency Act 1986.

10.2.  On termination of the Agreement for any reason:

10.2.1.       the Client shall immediately pay to CETSAT all of the CETSAT’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied for which no invoice has been submitted, CETSAT may submit an invoice, which shall be payable immediately on receipt;

10.2.2.       the Client shall immediately return any Equipment belonging to CETSAT, Pre-existing Materials and Deliverables. If the Client fails to do so, then the Supplier may enter the Client’s premises and take possession of them. Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping;

10.2.3.       the Client shall, as requested by CETSAT, either immediately return to CETSAT or destroy all Confidential Information belonging to CETSAT; and

10.2.4.      the accrued rights and liabilities of the Parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

10.3. On termination of the Agreement (however arising) the following clauses shall survive and continue in full force and effect:

10.3.1.       Clause 6;

10.3.2.       Clause 7;

10.3.3.       Clause 8;

10.3.4.       Clause 10

10.3.5.      Clause 11; and

10.3.6.       Clause 20.

11. Non-Solicitation

11.1. The Client undertakes that neither it nor any of its subsidiaries, agents or advisors shall, without the prior written consent of CETSAT, at any time from the date of the Agreement to the expiry of twelve months after the termination of the Agreement, solicit or entice away from CETSAT or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of CETSAT in the provision of the Services.

11.2. In the event that CETSAT provides written consent in accordance with 11.1, or in the event of any breach of clause 11.1, (without prejudice to any other right or remedy CETSAT may have), the Client agrees to:

11.2.1.      Pay CETSAT a sum equivalent to 50% of CETSAT’s most recent annual remuneration of such employee, consultant or subcontractor. The Parties hereby agree that such payment is a genuine pre-estimate of loss suffered by CETSAT solely as a result of such attempted or actual solicitation, employment or engagement of CETSAT’s employee, consultant or subcontractor by the Client, its subsidiaries, agents or advisors; and,

11.2.2.      Remunerate CETSAT for any loss suffered by CETSAT as a result of the Client amending or terminating the Agreement due to the solicitation, employment or engagement of CETSAT’s employee, consultant or subcontractor by the Client, its subsidiaries, agents or advisors.

12. Force Majeure

12.1. Neither Party shall have any liability to the other for failure to fulfil its obligations under this Agreement to the extent that it is prevented from carrying them out by an event of Force Majeure. If an event of Force Majeure continues for more than three months then either party may terminate the Agreement without payment of compensation or other damages caused to the other party solely by such termination by giving notice in writing to the other Party.

13. Variation

13.1. CETSAT may alter the Agreement and the revised Agreement shall be deemed valid if:

13.1.1.      CETSAT sends the revised version of the Agreement to the Client, stating when the revised Agreement will come into force (usually not less than one month after the revised Agreement has been received by the Client); and

13.1.2.      The Client continues to use the Services beyond the date the revised Agreement comes into force.

14. Waiver

14.1. Failure to exercise, or any delay in exercising, any right or remedy provided under the Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy.

14.2. No single or partial exercise of any right or remedy provided under the Agreement or by law shall preclude or restrict the further exercise of any such right or remedy.

15. Severance

15.1. If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

15.2. If a provision of the Agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

16. Entire Agreement

16.1. The Agreement constitutes the whole agreement between the Parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of the Agreement.

16.2.  Each Party acknowledges that, in entering into this Agreement, the Party does not rely on any statement, representation, assurance or warranty (Representation) of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement to it. Each Party agrees that the only remedies available to it arising out of or in connection with a Representation shall be for breach of contract.

16.3. Nothing in this clause shall limit or exclude any liability for fraud.

17. No Partnership or Agency