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.
2.1 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.
3.1 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.Â 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.
6.1 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.
8.1 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.
9.1 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.