Redstone Computers (UK) Ltd.
Terms and Conditions
Designed by Redstone Computers (UK) Ltd
1 The Company will provide the Client services as described in the Schedule (The ‘Services’) on the terms and conditions contained herein. The Company will use reasonable efforts to complete the Services within any timescales specified in the Schedule. Unless agreed otherwise in writing, such timescales are estimates only and are dependent upon timely receipt from the Client of all necessary information, consents, facilities and assistance in order for the Company to perform the Services.

2 The Company will own copyright and all other intellectual property rights in any material including but not limited to any written report and software produced under this Agreement, unless otherwise agreed in writing. Subject to the payment by the Client of all sums due under this Agreement, the Client will have a perpetual, non-exclusive licence to use and reproduce such material for its own internal business purposes.

3 The Client will review the progress of the work with the Company at agreed intervals. All changes requested by the Client must be in writing. The Company will notify the Client if a requested change would either require additional time or increase the Company's fees/charges in excess of those set out in the Schedule.

4 The Company will calculate fees/charges on the basis of 7.5 working hours per day, Monday to Friday, excluding public holidays. Overtime will be charged at the overtime rates for the time being in force. The charges specified in the Schedule are exclusive of VAT, which shall be paid at a prescribed rate in force. Travel time during office hours and commuting time in excess of 1 hours per day will be charged to the Client. The Client will reimburse the Company for all reasonable travel, living and other expenses incurred by the Company in order to perform the Services.

5. Unless otherwise specified, all charges and expenses will become due monthly in arrears and are payable on receipt of Company invoices. The Company reserve the right to charge interest on any sums which are not paid within 30 days of the date of invoice at the rate of 4 per cent above the Barclays Bank base rate from the date of invoice to the actual date payment is received by the Company. The Company will give written notice of any non-payment and specify a cure period of at least 10 days. If any invoice remains unpaid after the cure period expires, the Company may terminate this Agreement without further notice to the Client.

6. The Client acknowledges that the Company’s personnel may gain access to the Client’s data in the course of providing Services to the Client. The Company will protect from unauthorised disclosure or access the Client data in its possession to which its personnel gain access by using the same degree of care that the Company takes to protect its own data of a similar nature. However, this obligation will not apply to the Client data which is or becomes publicly available without the fault on the part of the Company, is already in the Company’s possession prior to the time the Company gain access to the data under this Agreement, is independently developed by the Company, or is rightfully obtained from the third parties.

7. The Company warrants that the Services will be performed substantially in accordance with the description and timescales set out in the Schedule. This warranty will apply only to failures to meet the warranty if reported to the Company within 30 days from the date of the failure. The Company’s sole obligation and the Client’s exclusive remedy for failure to meet the warranty will be to refund any charges paid for each individual service item which failed to perform as warranted and will attempt to correct any such failure. If the Company does not restore the affected Services to the warranted performance within a reasonable time, the Client may terminate the affected Services item. This Clause sets out the sole warranties applicable to the Services. All conditions, warranties and terms implied by law are hereby excluded to the fullest extent permitted by law.

8. The Company may employ the services, or products of third parties under this Agreement as the Company may consider appropriate to performance of the Agreement. Reasonable administration charges may be charged by the Company for this service.

9. The Company shall indemnify the Client against direct damage to the property, real or personal, of the Client caused by the negligence of the Company, its sub-contractors or agents provided that the Company’s total liability shall not exceed an aggregate limit of £ 1,000, or the value of the completed contracted Services paid for by Client, whichever is greater.

10. As a material condition of receiving the Company’s Services at the fees/charges specified in the applicable Schedule and in regard to any and all causes arising out of or relating to this Agreement or the Services or Programs, including but not limited to claims of negligence, breach of warranty or contract, breach of statutory duty, failure of a remedy to accomplish its essential purpose or otherwise, the Client agrees that:
(a) except as otherwise provided in Clause 9 above, the liability of the Company will not exceed, in the aggregate, the total amounts paid by the Client to the Company for the affected Services items in the three (3) months preceding the event which is the cause of liability;
(b) the Company will not be liable to the Client for special, indirect or consequential damages (even if the Company has been advised of the possibility of such damages), including, but not limited to:, (i) lost profits or savings; (ii) loss of use of Services or Programs; (iii) cost of capital; (iv) cost of substitute Services, Programs or facilities; (v) downtime costs; (vi) wasted or lost management time or time to other employees; or (vii) damages and expenses arising out of third party claims; and
(c) the Company shall immediately be entitled to payment for all amounts due in respect of Services provided pursuant to the Schedule in the event of unilateral termination of this Agreement by the Company.

11. Nothing in this Agreement will exclude or limit the Company’s liability for death or personal injury.

12. The remedies specified in this Agreement are exclusive.

13. Except for the failure to make payments when due, neither party will be liable to the other by reason of any failure in performance of this Agreement if the failure arises out of any cause beyond the reasonable control of that party.

14. This Agreement will be governed by the laws of England and the parties submit to the jurisdiction of the English Courts.

15.. Any action of any kind by either party arising out of the Agreement must be commenced within 2 years from the date the right, claim, demand or cause of action shall first arise.

16. This Agreement may be terminated forthwith by either party on written notice, in the event of the other going into insolvent liquidation or having a Receiver or Administrator appointed over all or part of its assets. In addition, either party may terminate this Agreement forthwith on written notice, if the other party commits a material breach of any of the terms of this Agreement and if the breach is capable of remedy fails to remedy such a breach within 30 days after receiving written notice from the other party. For the avoidance of doubt, in the event of any termination under this Agreement, the Company shall be entitled to full payment for all Services performed pursuant to the Agreement prior to any such termination and reasonable business costs relating to such termination.

17. No terms and conditions hereof shall be deemed waived and no breach or default excused unless such waiver or excuse shall be in writing and signed by the party issuing the same.

18. Any provision of this Agreement which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof.

19. The Client may not assign this Agreement without the prior written consent of the Company, such consent not to be unreasonably withheld.

20. These terms and conditions including the Schedule shall constitute the entire agreement between the parties and supersede all previous communications, representations and arrangements written or oral. This Agreement shall come into force when it has been signed on behalf of the Company. The Services shall commence on the date specified in the Schedule or such other time mutually agreed between the parties.

21. All goods and services supplied by the Company remain the property of the Company until payment has been made in full by the Client and the funds cleared into the Companies bank account.