1. Application of These Terms
1.1. The Customer’s acceptance of a quotation (the “Quotation”) by InAnyEvent London Limited (“IAEL”) are subject to these terms (the “Terms”).
1.2. The Customer’s acceptance may be made by:
1.2.1. written confirmation from the Customer that it accepts the Quotation; or
1.2.2. in the event IAEL does not receive a written confirmation from the Customer that it accepts the Quotation subject to these Terms Customer’s continued instructions in respect of the Quotation will be deemed authorisation for IAEL to continue on the basis of these Terms.
1.3. In the Terms, “Services” shall mean the services to be provided by IAEL as set out in the Quotation.
1.4. These Terms shall:
1.4.1. take effect on the date when IAEL initiates the provision of the Services to the Customer in accordance with the Quotation;
1.4.2. prevail over any inconsistent wording contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of a Quotation, or specification or other document supplied by the Customer, or implied by law, trade custom, practice or course of dealing. The Customer’s standard terms (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the Services or supersede the Terms; and
1.4.3. apply to any ad hoc or further work between the Customer and IAEL until such time as they may become subject to another agreement.
1.5. Quotations are given by IAEL on the basis that no Terms shall come into existence except in accordance with this clause 1.
1.6. Any Quotation is valid for a period of 30 days from its date, provided that IAEL has not previously withdrawn it. The period of validity of any Quotation may only be extended by IAEL in writing. The Quotation shall clearly define the work to be undertaken (the “Services”) and the agreed timescale during which such work shall be completed.
2. Supply of Services
2.1. IAEL shall use reasonable endeavours to provide the Services to the Customer in accordance, in all material respects, with the Quotation. IAEL shall not be obliged to undertake any work beyond that provided for in the Quotation.
2.2. IAEL shall use reasonable endeavours to meet any performance dates specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
2.3. IAEL shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at any of the Customer’s premises and that have been communicated to it, provided that it shall not be liable under the Terms if, as a result of such observation, it is in breach of any of its obligations under the Terms.
2.4. IAEL shall resource the team working on the Services as it deems appropriate. IAEL may subcontract relevant parts of the Services to third parties possessing relevant specialist expertise, if it deems it appropriate to do so.
2.5. IAEL’s personnel shall at all times comply with any reasonable rules, regulations and requirements in force for the time being at any premises or location in which they may from time to time be required to visit or work.
2.6. At all times, IAEL’s staff shall remain employees and/or agents of IAEL. IAEL will be solely responsible for matters concerning welfare, wages, expenses and administration of their own personnel.
3. Customer’s Obligations
3.1. The Customer shall:
3.1.1. co-operate with IAEL in all matters relating to the Services;
3.1.2. provide, for IAEL, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as required by IAEL including any such access as is specified in the Quotation;
3.1.3. provide IAEL, in a timely manner, with all documents, information, items and materials in any form (whether owned by the Customer or third party) reasonably required by IAEL in connection with the Services and ensure that they are accurate and complete;
3.1.4. inform IAEL of all health and safety and security requirements that apply at the Customer’s premises; and
3.1.5. obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable IAEL to provide the Services, including the use of all Customer materials, in all cases before the date on which the Services are to start.
3.1.6. not to obstruct the service provision by acting against the explicit advice of IAEL.
3.2. If IAEL’s performance of its obligations under these Terms is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, IAEL shall be allowed an extension of time to perform its obligations greater than or equal to the delay caused by the Customer.
4. Fees & Expenses
4.1. The fees to be charged by IAEL in consideration of the provision of the Services shall be in accordance with those prescribed in the Quotation provided by IAEL.
4.2. IAEL is entitled to charge for any additional work undertaken for and at the written request of the Customer not covered by the Quotation calculated on IAEL’s daily rate for each individual person on a time and materials basis.
4.3. Once contracted to timescales IAEL reserves the right to make additional charges should the Customer delay in sending information equipment or materials required by IAEL for the continuation of the provision of the Services for more than 48 hours (“Delay”). The level of the additional charge will reflect the length of the Delay. In the event of this situation arising the delivery date shall be extended by such period as IAEL acting reasonably determines is necessary. Should the delay exceed 1 calendar month, IAEL shall be entitled (but not obliged) to terminate the the provision of the Services on giving 7 days written notice to that effect to the Customer.
4.4. In the event the Customer wishes to expedite delivery of all or part of the Services, IAEL shall endeavour to provide additional resources to meet the Customer’s request, subject to the Customer’s agreement to such additional charges as IAEL may quote.
4.5. The fees exclude the following which shall be payable by the Customer following submission of an appropriate invoice:
4.5.1. the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom IAEL engages in connection with the Services; and
4.5.2. the cost to IAEL of any materials or services procured by IAEL from third parties for the provision of the Services as such items and their cost are approved by the Customer in advance from time to time.
5.1. IAEL shall submit invoices to the Customer at intervals specified in the Quotation, and if not specified monthly. Each invoice shall include a brief description of the work carried out during the period of the invoices.
5.2. All invoices submitted to the Customer shall be paid by the Customer to IAEL immediately upon receipt. If any invoice remains unpaid after 14 days of its due date, then IAEL shall be entitled (but not obliged) to suspend or terminate the provision of the Services on giving 7 days written notice to that effect to the Customer.
5.3. Without prejudice to any other right of IAEL in respect of late payment if the Customer fails to make payment in full on the due date, IAEL shall be entitled to charge interest on the amount due. Interest will accrue each day at 4% a year above the Bank of England’s base rate from time to time but 4% a year for any period where the base rate is below 0%.
5.4. All fees payable to IAEL are exclusive of VAT and the Customer shall in addition make such payments where applicable.
6.1. IAEL warrants represents and undertakes to the Customer that it shall produce the work with the skill, care and diligence reasonably to be expected of one who is competent and experienced in the performance of such matters.
6.2. The Customer agrees to indemnify IAEL against any claims whatsoever from third parties for damages, penalties, costs and expenses resulting from compliance with the Customer’s instruction expressed or implied, always provided that this indemnity shall not apply where any claim is directly attributable to any act of IAEL acting contrary to the Customer’s instructions, and IAEL further undertakes to:
6.2.1. notify the Customer without delay of any claim received by IAEL which may be covered by this indemnity with such details of the claim that it has;
6.2.2. not make any admissions or enter into any settlement arrangement or discussions with the third party claimant; and
6.2.3. provide the Customer with such assistance and information as the Customer may reasonably require to allow the Customer to deal with the claim subject to the Customer reimbursing IAEL for all costs and expenses reasonably incurred in doing so.
7.1. Save to its professional advisors or as required by law, each party undertakes not to divulge to any person or company at any time any confidential information of the other party’s business, affairs, intentions, production methods, business organisation, finances, transaction, customers, Customers or suppliers.
7.2. Each party may disclose the other party’s confidential information:
7.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Terms. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 7; and
7.2.2. as may be required by law, a court of competent jurisdiction or any government or regulatory authority.
7.3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.
8. Data Protection
8.1. Both parties will comply with all applicable requirements of data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation, Data Protection Act 2018, the Privacy and Electronic Communications Directive, and the Privacy and Electronic Communications Regulations 2003, as amended (the “Data Protection Legislation”).
8.2. The parties acknowledge that for the purposes of the Data Protection Legislation the Customer is the controller and IAEL is the processor.
8.3. Without prejudice to the generality of clause 8.1, the Customer:
8.3.1. will ensure that it has all necessary and appropriate consents and notices in place to enable the lawful transfer of the personal data to IAEL for the duration and purposes of these Terms; and
8.3.2. shall indemnify IAEL against any loss, damage, penalties or fines suffered by IAEL in relation or connection with any breach by the Customer of its obligations under this clause 8 or resulting from the Customer’s instructions.
8.4. On notice by IAEL to the Customer, of any third party processors details, the Customer consents to IAEL appointing such third party processors of personal data under these Terms.
IAEL has the right to publicise its involvement with the Customer in relation with the provision of the Services.
10. Force Majeure
Should IAEL be prevented from completing or delivering or the Customer be prevented from accepting delivery by reason of any action beyond their reasonable control (a “Disruption”), the time for completion/delivery shall be extended following the cessation of the Disruption by such period as IAEL acting reasonably determines is necessary.
11. Sub-Contractors & Third Party Suppliers
11.1. IAEL will be responsible for the acts and omissions of sub-contractors commissioned by IAEL.
11.2. In connection with the performance of these Terms, IAEL may liaise with existing sub-contractors of the Customer or recommend sub-contractors to be commissioned by the Customer directly (“the Customer’s Sub-Contractors”) and in such cases IAEL shall not be liable whatsoever for failure of the Customer’s Sub-Contractors.
11.3. IAEL may liaise with existing third party suppliers of the Customer or recommend third party suppliers to the Customer, however, it is the responsibility of the Customer to ensure that such supplier can perform their services required of them to the Customer’s satisfaction.
11.4. IAEL shall not be liable for any loss or increased cost caused by any act or omission of a third party supplier.
12.1. IAEL may terminate the provision of the Services in accordance with clause 3.1.6. or clause 4.3.
12.2. Either party may terminate this agreement upon the giving of 30 days notice in writing upon the other in the event that;
12.2.1. the other party is unable to pay its debts as they fall due, admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 or 268 of the Insolvency Act 1986;
12.2.2. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a Quotation for or enters into any compromise or arrangement with its creditors;
12.2.3. a petition is filed, a notice is given, a resolution is passed or an order is made for or in connection with the winding up of the other party;
12.2.4. an application is made to the court or an order is made for the appointment of a liquidator, receiver, administrator or compulsory manager in respect of the other party or if a notice of intention to appoint such is given;
12.2.5. the other party suspends or ceases or threatens to suspend or cease to carry on all or a substantial part of its business; or
12.2.6. any steps are taken towards any similar or equivalent action or arrangement.
13. Consequences on Termination
13.1. On termination of these Terms:
13.1.1. the Customer shall immediately pay IAEL all outstanding invoices and interest, and in respect of the Services supplied but for which no invoice has been submitted, IAEL may submit an invoice, which shall be payable immediately on receipt;
13.1.2. the Customer shall return all IAEL equipment, materials and unless paid in full deliverables to IAEL. Until they have been returned the Customer shall be solely responsible for their safe keeping;
13.1.3. the Customer shall pay a processing fee of £500 excluding VAT for preparing any website transfer to the Customer and;
13.1.4. the following clauses shall continue in force: Indemnity; Confidentiality; Data Protection; Publicity; Consequences on Termination; Exclusion of Terms and Severance; Applicable Law; Limitation and Exclusion of Liability and Non-Solicitation.
14.1. No liability is accepted by IAEL for any loss, damage or injury arising from or connected to Customer’s instructions, alterations, variations or amendments which the Customer or any other person may make to IAEL’s work; or from the inappropriate or inaccurate execution or utilisation of such work.
14.2. IAEL is entitled to charge additional fees for work undertaken in respect of alterations to an approved Quotation resulting from changes in the Customer’s instructions, or any other cause beyond the reasonable control of IAEL.
15. Proprietary Rights
The content provided by the Customer is and remains its exclusive property, and IAEL claims no rights whatsoever in the content except to the extent explicitly granted herein. For the service provision, the Customer hereby grants to IAEL and its affiliates, providers of third-party services, and sub-contractors a non-exclusive, fully-paid, royalty-free, fully sub-licensable, transferable, worldwide license to use, modify, publicly perform, publicly display, reproduce, prepare derivative works of, and distribute the content (in whole or in part) solely and strictly to the extent required to provide the Services under the terms of the Agreement.
IAEL owns and shall continue to own all right, title, and interest in and to the Services and the systems and networks used to provide such Services, including all system-generated data (e.g. performance data), modifications, improvements, upgrades, derivative works, and all intellectual property rights in and to any of the foregoing. Except for the express rights granted herein, IAEL does not grant any other licenses, express or implied, to any of its intellectual property including software, services, or products.
IAEL will maintain commercially reasonable technical and operational measures designed to protect its internal networks from malicious activity and provide for the security and integrity thereof.
The Customer agrees to configure its use of the Services in such a way as to maintain the security of the Services and IAEL’s network (e.g. by only uploading software that has been demonstrated to be secure, installing patches, and not sharing passwords).
The Customer acknowledges that IAEL is not responsible for any loss or harm suffered by the Customer resulting from a security incident.
17. Exclusion of Terms & Severance
17.1. Any terms or Terms which may be endorsed on or annexed to any correspondence between the parties shall not form part of this agreement until any such terms and/or Terms have been agreed in writing between the parties as formal amendments to this agreement.
17.2. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted but that shall not affect the validity and enforceability of the rest of the Terms.
18. Applicable Law
This agreement shall be governed by English Law in every particular, including formation, and interpretation, and shall be deemed to have been made in England and English Courts shall have the exclusive jurisdiction to determine any dispute that may arise under or in connection with this agreement.
19. Limitation & Exclusions of Liability
19.1. Neither party will have any liability to the other for any claim to the extent that the same is or can be characterised as a claim for (or arising from):
19.1.1. any loss of revenue or profits; loss of anticipated savings; loss of goodwill or injury to reputation; or loss of business opportunity (whether direct or indirect); or
19.1.2. any indirect, consequential or special loss or damage,
regardless of the form of action, whether in contract, strict liability or tort (including negligence), and regardless of whether the first named party knew or had reason to know of the possibility of the loss, injury, or damage in question.
19.2. The liability of IAEL in respect of any claim or claims by the Customer under these Terms shall not exceed the total fees paid to IAEL under the Quotation by the Customer.
20. Whole Agreement
The failure by either party to enforce at any time or for any period any one or more of the terms or Terms, shall not be a waiver of them or of the right at any time subsequently to enforce all the terms or Terms. Each of the parties warrants its power to enter into these Terms and has obtained all necessary approvals to do so. Each party acknowledges that the Terms contain the whole agreement between the parties and that it has not relied upon any oral or written representation made to it by the other or its employees or agents and has made its own independent investigation into all matters relevant to it.
21. Other Agreements
The Terms supersedes any prior agreement between the parties in relation to the same subject matter whether written or oral and any such prior agreements are cancelled as at the date of the Terms, but without prejudice to any rights which have already accrued to either of the parties. Any conflicting or additional terms that appear in the Customers purchase order shall not apply.
Any notice to be served on either of the parties by the other under the Terms shall be in writing, and may be served by personal delivery, ordinary post or e-mail upon the registered office or last known business address of the receiving party. If sent by post, such notice shall be deemed to have been received in the ordinary course of post (unless returned undelivered by the post office). Any complaints lodged by either party should be made in writing.