Standard Terms and Conditions of  Foxclever Computing Limited

Foxclever Computing Ltd is the sole owner of the information collected on this  Web site. Listed below are our Terms and Conditions of business.
Standard Terms and Conditions for Services Provided.

1. Definition of Entities and Terms
1.1 'Foxclever' means Foxclever Computing Ltd
1.2 'Client' means Organisation commissioning Foxclever to provide services.
1.3 Specified Service means any goods, services and/or advice to be provided by Foxclever to the Client.
1.4 Specified Sum means the agreed consideration to be paid by the Client to Foxclever.
1.5 Foxclever's personnel includes employees, sub-contractors, agents and substitutes of Foxclever.

2. Agreement
2.1 In consideration of the payment of the Specified Sum by the Client to  Foxclever, Foxclever will provide the Specified Service.
2.2 The  Client is under no obligation to offer work to Foxclever and Foxclever  is under no obligation to accept any work which may be offered by the  Client.
2.3 Any services provided by Foxclever to the Client will be on these terms to the exclusion of any other terms.

3. Payment
3.1 The Client agrees to meet Foxclever's invoices in full within 30 days of receipt.
3.2 Foxclever is entitled to charge interest to the Client on any  outstanding amounts at the rate of 8.0% under the Late Payment of  Commercial Debts (Interest) Act 1998.  Such interest will begin to  accrue from 30 days after the date agreed for payment under this  Agreement and will continue to accrue until judgement or sooner payment.
3.3 Any rates referred to in the schedule are exclusive of VAT and all  invoices shall be calculated to include VAT as appropriate.

4. Client's Obligations
4.1 The Client shall, at its own expense, provide Foxclever with all  documents or other materials and data or other information necessary for the completion of the Specified Service, in sufficient time to enable  Foxclever to provide the Specified Service in accordance with any  timetable or other target for progress or completion agreed in writing  between the parties.
4.2 The Client shall be responsible for the  content of all documents or other materials and shall ensure the  accuracy of all data or other information provided to Foxclever in the  course of this Agreement.
4.3 The Client shall, at its own expense,  retain duplicate copies of all documents or other material and data or  other information provided to Foxclever and/or its personnel and shall  insure against its accidental loss or damage. Foxclever shall have no  liability for any such loss or damage, howsoever caused.
4.4 The  Client shall ensure that Foxclever and its personnel are accorded  sufficient access to any of the Client's premises, information, data or  personnel and use of any equipment that is reasonably necessary for the  completion of the Specified Services.
4.5 The Client shall not take  on any direct control over or responsibility for Foxclever's personnel.  In particular, the Client acknowledges that Foxclever's personnel are  professionals who will use their own initiative as to the manner in  which the Specified Service is delivered and will not be subject to, or  to the right of, supervision, direction or control as to the manner in  which they render the Specified Service.

5. Foxclever's Obligations
5.1 Foxclever will take all reasonable steps to ensure that the Specified  Service is completed in accordance with any timetables or other prior  agreed targets.
5.2 Foxclever is to provide hardware, software and  ancillary resources as required to provide the Specified Service, except where specific hardware or software is to be provided by the client as  specified in the schedule.
5.3 Foxclever may obtain or provide extra  resources (whether in the form of equipment or personnel) of the  requisite standard in order to ensure that the Specified Service is  completed in accordance with the Schedule, if, in Foxclever's sole  discretion this is appropriate in order to comply with prior agreed  timetables or targets.

6. Warranties
6.1 Foxclever warrants  to the Client that the Specified Service will be provided using  reasonable care and skill and, as far as reasonably possible, in  accordance with any timetables or other targets agreed.
6.2 Where,  in connection with the provision of the Specified Service, Foxclever  supplies any goods supplied by a third party, Foxclever does not give  any warranty, guarantee or other term as to their quality, fitness for  purpose or otherwise, but shall, where possible, assign to the Client  the benefit of any warranty, guarantee or indemnity given by the person  supplying the goods to Foxclever.
6.3 Foxclever warrants that it  will, when utilising any of its own equipment or intellectual property  in carrying out the engagement, ensure that any security requirements  reasonably required by the Client are complied with

7. Limitation of Liability
7.1 The Specified Service has been negotiated and agreed by Foxclever with  the Client in the context of information provided by the Client as to  the Client's particular needs and requirements. The Specified Services  have been prepared and costed accordingly. Therefore:
7.2 Foxclever  shall have no liability to the Client for any delay, loss, damage,  costs, expenses or other claims for compensation arising from any  information or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault  of the Client;
7.3 Foxclever shall have no liability to the Client  for any loss, damage, costs, expenses or other claims for compensation  arising from the Client making use of the Specified Service for any  purpose not clearly disclosed to Foxclever or from the Client allowing a third party to make use of the Specified Service;
7.4 Except in  respect of death or personal injury caused by Foxclever's negligence, or as expressly agreed in writing between the parties, Foxclever shall not be liable to the Client by reason of any representation (unless  fraudulent), or any implied warranty, condition or other term, or any  duty at common law, other than under the express terms of this  Agreement, for any loss of profit or any indirect, special or  consequential loss, damage, costs, expenses or other claims (whether  caused by the negligence of Foxclever, its servants or agents or  otherwise) which arises out of or in connection with the provision of  the Specified Service or its use by the Client;
7.5 Except in  respect of death or personal injury caused by Foxclever's negligence, or as expressly agreed in writing between the parties, the entire  liability of Foxclever under or in connection with the Specified Service shall not exceed the amount of Foxclever's total charges for providing  the Specified Service as detailed in the schedule.

8. Confidentiality
8.1 Both parties will take all reasonable steps to ensure that any  documents or other materials and data or other information which are  supplied to the other party in the provision of the Specified Services  and are clearly marked as confidential remain confidential to the  parties. Such information will only be made available by the parties to  those personnel who have a reasonable need to know of it and the  documents or other materials and data or other information or copies  thereof will not be made available to any third parties. Either party is entitled to demand the return of all copies of any such documents or  other materials and data or other information within 28 days by giving  the other party written notice.
8.2 This obligation of confidentiality will remain in force beyond the period of provision of the Specified Service
8.3 On the cessation of the provision of the Specified Service, each party  shall return to other all documents or other material containing the  Confidential Information.
8.4 This clause shall not apply to any  documents or other materials and data or other information which are  already in the public domain at the time when they are provided by  either party, and shall cease to apply where either party is required by law to make a disclosure or if at any time the information becomes  public knowledge through no fault of the other party.
8.5 Both  parties undertake that any information which is received from the other  party in the provision of the Specified Services will only be used for  the purposes the provision of the Services.

9. General
9.1 The parties to this Agreement are independent businesses and nothing in  this Agreement or by virtue of performing it shall be taken as creating a relationship of agent to principal, employer to employee, partnership  or joint venture between (a) Foxclever and/or any of its personnel and  (b) the Client. Neither party shall be entitled to enter into agreements or other arrangements on behalf of the other.
9.2 Foxclever shall  not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Foxclever's obligations in relation to the Specified Service, if the  delay or failure was due to any cause beyond Foxclever's reasonable  control.