i-Dynamics Ltd Terms & Conditions of Business
By And Between
i-Dynamics Ltd. (Company No. 0733924) with its registered office at 35 Chequers Court, Brown Street, Salisbury, Wiltshire, SP1 2AS (hereinafter referred to as “i-Dynamics”)
It is Agreed: Definitions
“Agreement” means these terms and conditions for the provision of the Services.
“Consultant” – An individual employee of i-Dynamics or a sub-contractor supplied by i-Dynamics to provide the Services.
“Services” – IT Consultancy services to be provided under this Agreement including but not limitedto project management, business analysis, consultancy days and training, system and app design and modification, web site design, creation and updating of the same as specified in the Proposal.
“Price” – the fixed price for the Services agreed between the parties or the hourly or daily rate agreed between the parties.
“Proposal” – the proposal supplied by i-Dynamics to the Customer in relation to the Services, referred to in the Proposal and to be accepted by the Customer in writing and which contains a detailed description of the Services, the Agreement, the Price and such other information as maybe relevant.
1 PROVISION OF SERVICES
1.1 i-Dynamics shall supply Services to the Customer with reasonable skill and care in accordance with good industry practice and shall make reasonable endeavours to meet the timescales detailed within the Proposal.
1.2 i-Dynamics shall provide the Services at its site or at the Customer’s site as i-Dynamics in its absolute discretion sees fit.
1.3 i-Dynamics shall ensure that all Consultants supplied to the Customer are fully competent and experienced and capable of providing the Services.
1.4 Time shall not be of the essence in relation to this Agreement.
The Services shall be deemed accepted by the Customer after completion of the testing phase of the work or, for consultancy or training days on payment of invoice.
3.1 The Customer shall be billed for the Price on acceptance of the Services in accordance with clause 2 or in accordance with the payment milestones detailed in the Proposal as relevant.
3.2 The Customer shall reimburse i-Dynamics for all reasonable expenses (including but not limited toaccommodation, travel and subsistence) incurred by any Consultant in providing the Services.
3.3 All invoices are payable within 7 days of the date of invoices, unless otherwise stated. Invoices for consultancy and training days are always payable in full in advance of the event.
3.4 The Price is subject to VAT which shall be charged to the Customer at the then current rate.
4 DUTIES OF CUSTOMER
4.1 The Customer shall provide comprehensive support to i-Dynamics during the rendering of the Services.
4.2 If the Services are rendered at the Customer’s site, the Customer shall supply such facilitiesas are reasonably required to enable the Consultants to render the Services without interruption and within the timescales detailed in the Proposal.
4.3 The Customer shall appoint a contact person to supply i-Dynamics with any necessaryinformation and take decisions or obtain decisions from others without undue delay.
i-Dynamics undertakes to take all reasonable measures to ensure that any Consultant providing Services on a Customer’s site shall comply with all reasonable regulations the Customer may requireprovided the same have first been made known to i-Dynamics or the individual Consultant.
6.1 At the request of the Customer i-Dynamics shall, where possible, replace any individual Consultant with an alternative Consultant of equal experience. i-Dynamics shall not be liable to theCustomer for any failure or delay in providing such alternative Consultant. Where any such request by the Customer cannot reasonably be deemed to relate to the performance or level of expertise ofthe Consultant, the Customer shall reimburse i-Dynamics within 7 days of demand all costs incurred by i-Dynamics in connection with such replacement.
6.2 On the reasonable request of the Customer i-Dynamics shall where possible supply the Customer with a copy of the curriculum vitae of any Consultant.
6.3 i-Dynamics reserves the right to employ sub-contractors to provide the Services and to replacesuch sub-contractors or consultants as and when it deems necessary or desirable.
6.4 Neither party shall approach either directly or indirectly for a period of at least 12 months following the last day on which an employee was employed by the other party in connection with this Agreement, any employee of the other, with a view to offering them employment. In the context of this clause the employee shall include a self-employed person providing Services onbehalf of one of the parties, and employment shall include employment as an employee or as a self-employed person.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 All intellectual property rights relating to or connected with or arising from provision of theServices shall automatically vest in i-Dynamics, its licensors or its sub-contractors and the Customerundertakes to execute such documentation as may be necessary to perfect the title of i-Dynamics (its licensers or sub-contractors) to such rights.
8.1 The total liability of i-Dynamics under this Agreement in both contract or tort, shall not exceed the price paid the for the Services.
8.2 In no event shall i-Dynamics be liable to the Customer or to any third party for loss of profits or special, indirect or consequential losses or damages.
9.1 The parties hereto shall keep confidential the trade and business secrets of the other andall other information designated and notified to one by the other as confidential, obtained under orin connection with this Agreement. Neither party shall have any such obligation with respect to information which is already in its possession, is independently developed, is lawfully obtained from athird party with no restriction on disclosure or is or becomes publicly known through no wrongful act of such party.
9.2 The parties shall require their employees, sub-contractors (where appropriate) and any authorised third parties having access to such confidential information, to adhere to the obligations set out in clause 9.1.
10.1 This Agreement shall terminate immediately in the event of a material breach by the Customerof any of the provisions herein not rectified within 14 days of written notice from i-Dynamicsrequesting rectification of the same.
10.2 In the event of termination of this Agreement for any reason whatsoever, all property in the possession of either party and belonging to the other shall forthwith be returned and any sums due and owing to i-Dynamics pursuant to clause 3 shall remain a debt due to i-Dynamics under the terms of this Agreement which shall be deemed to continue in respect thereof until full payment has been made by the Customer to i-Dynamics.
Acceptance of the Proposal by the Customer in writing prior to its expiry or revocation by i-Dynamics shall automatically result in the execution of this Agreement by the parties.
In the event that the Customer cancels the Agreement by giving notice to i-Dynamics after execution of the Agreement in accordance with clause 11 but prior to performance of the Services, the Customer shall be liable to pay i-Dynamics the following amounts:
(a) Less than 14 days notice – 50% of the Price
(b) Less than 7 days notice – 100% of the Price
i-Dynamics reserves the right to employ sub-contractors to provide the Services.
14 GENERAL MATTERS
14.1 This Agreement, once executed in accordance with clause 11, shall constitute the entire agreement between the parties for the provision of the Services to the exclusion of any other terms and conditions (including any Customer purchase order) and shall not be altered, amended or cancelled, except in writing signed by both parties hereto.
14.2 This Agreement shall be governed by English Law.