Terms & Conditions
1.1 In acceptance of the quotation the Parties agree that the Services shall be carried out subject to the terms detailed herein unless terminated by either party serving not less than 30 days notice in writing on the other to the address detailed on the invoice.
Razor Global Solutions (Razor) agrees:
2.1 To undertake and provide the Services in accordance with the specifications detailed in the invoice.
2.2 To manage and carry out the Services in a diligent manner and to use best endeavours to provide Services as agreed;
2.3 To provide representatives who are suitably qualified and experienced as Razor deem appropriate;
2.4 To keep the Customer informed of progress on the Services
The Customer agrees:
2.5 to provide all reasonable assistance to Razor to achieve the objectives agreed by the Parties.
2.6 Razors method of working is entirely their own and they are not subject to the control of the Customer in any way.
2.7 in no way shall the customer restrict any right of razor to conduct its business activities or prevent Razor from dealing in the ordinary course of business with third parties who may be involved in competitive practices or from soliciting for or tendering for business in any way.
2.8 Razor are not obligated to provide any further or future Services outside of those detailed within the quotation.
2.9 Razor has the right to supply a substitute representative of equivalent knowledge and expertise
2.10 Razor has the right to assign and or sub-contract whole or part of the Services,
2.11 Razor shall not be required to provide any and assistance in addition to the Services detailed within the quotation and any requests to provide such additional advice and assistance shall be subject to the prior written approval and agreement between the Parties as to the level of fees payable for such additional assistance prior to such additional services commencing.
2.12 The Customer agrees, subject to any explicit exclusions within this Agreement, Razor shall not be held responsible for any damages the Customer suffer as a result of the Services.
2.13 The Services provided are not intended to be and shall not be deemed to constitute a guarantee by Razor of any outcome, within a specified timeframe or at all. Any statements in any form on any matter are expressions of opinion only and does not constitute legal or professional advice and in no circumstances will Razor be liable for any decision made or action taken by the Customer in reliance of any information, statements, documentation or action of Razor.
3. Invoices and Payment
3.1 Fees for the Services will be made within 30 days of receipt of the invoice.
3.2 Razor reserves the right to claim interest, compensation and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 and if for any reason it does not apply, interest shall be payable on overdue amounts at 6% over the Bank of England Base Rate.
4.1 The Parties hereby undertake to:
4.1.1 not use the Confidential Information other than in connection with the provision of Services; and
4.1.2 not at any time (save as required by law) disclose or divulge to any person other than to the parties officers or employees whose province it is to know the same any Confidential Information and
4.1.3 use best endeavors to prevent the publication or disclosure of any Confidential Information by any other person.
4.2 The restrictions set out in Clause 4 shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of a Party.
5. Termination of Services
5.1 A Party can terminate the Services in writing immediately without notice or payment of any compensation (without prejudice to other rights in law to terminate this agreement) if the other Party or a representative of is:
5.1.1 guilty of any misconduct;
5.1.2 commits any repeated or fundamental breach of this Agreement, is negligent or incompetent in performing the Services
5.1.3 commits a criminal offence or acts in any way dishonestly, whether or not while providing the Services, that damages or is likely to damage reputation;
5.1.4 is dissolved or stops conducting substantially all of its business or cannot pay its debts as they fall due or a receiver is appointed over any of its property or assets or it is subject to an administration order (within the meaning of the Insolvency Act 1986) or goes into liquidation; or
5.1.5 is bankrupt, applies for or is the subject of a receiving order or makes any composition or enters any deed of arrangement with his creditors or has a court administration.
6. Tax Liabilities
6.1 The Parties agree each shall be responsible for all income tax liabilities and national insurance or similar contributions in respect of his or her fees and the Parties hereby agree to indemnify the other Party in respect of any claims that may be made by the relevant authorities in respect of income tax and national insurance or similar contributions relating to the Services.
7.1 The Parties further warrants they will:
7.1.1 Take out and maintain throughout the term of this Agreement, adequate professional indemnity and Public Liability insurance to protect themselves against any liabilities arising out of this Agreement and shall produce, at the request of the other Party, evidence of the insurance policy or policies and relevant renewal receipts for inspection;
8.1 All warranties, conditions and other terms implied by statute or common law are excluded from this Agreement unless otherwise stated in this Agreement, to the fullest extent permitted by law.
9. Data Protection and Data Processing
9.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 1 is2 in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
10. Limitations of Liability
10.1. The provisions of this clause shall apply to every liability arising under or in connection with this 13 Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2. Nothing in this Agreement shall limit or exclude a Party’s liability, for death or personal injury caused by its negligence; for fraud or fraudulent misrepresentation; for any other act, omission or liability which may not be limited or excluded by law.
10.3. Subject to clause 10.2, none of the Parties shall have any liability to the other Parties for loss of profit (whether direct or indirect) or any indirect or consequential loss
10.4. Subject to clauses,10.1, 10.2 and 10.3 the Customer’s total liability to the other Party arising under or in connection with this Agreement shall be limited to £100,000. and Razor’s total liability shall be limited to the value of the Services as detailed within the quotation.
11. Intellectual Property (IP)
11.1 This Agreement does not transfer any interest in any Party’s Intellectual Property Rights. All Intellectual property Rights developed or created or provided by a Party during the provision of the Services shall be owned by that Party unless agreed otherwise in writing between the Parties.
11.2 Each Party grants to the other a non-exclusive, personal, royalty-free licence to use its IP to the extent necessary for the other Party to carry out its obligations under this Agreement.
11.3 Unless otherwise agreed by the Parties, upon termination or expiry of this Agreement, the Parties will cease to use the other Parties IP and return any physical embodiment of the IP (including any copies) in its possession or control to the other Party.
11.4 Each Party shall immediately give written notice to the other Parties of any actual, threatened or suspected infringement of the other Party’s IP of which it becomes aware.
11.5 Each Party agrees to take all reasonable action to protect the IP of the other Party. Each Party agrees to adhere to guidelines regarding the use of the trademarks or brand marks of the other Party.
12.1 A Party shall not, without the prior written consent of the other Party, at any time from the date of the quotation to the expiry of six months after the date of completion or termination of the Services solicit or entice away from that Party or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of that Party in relation to preparation or submission of the Proposal to a Customer.
13.1 The Customer shall not have the right to assign or otherwise transfer its rights and/or obligations under this Agreement without the written consent of Razor.
14.1 No variation to this Agreement shall be valid or binding unless it is recorded in writing and signed by or on behalf of the parties.
15. Severability and Waiver
15.1 The validity or unenforceability of any particular provision of these terms shall not affect the other provisions and shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
15.2 The waiver by any Party of any default or breach of this Agreement shall not constitute a waiver or any other subsequent default or breach.
16. No Partnership or Agency
16.1 The Parties agree it is nothing is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute any Party the agent of any other Party, or authorise any Party to make or enter into any commitments for or on behalf of the other Party.
17. Third Party Rights
17.1 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
18.1 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
19. Force Majeure
19.1 No Party shall be in breach nor liable for delay in performing or failure to perform, any of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for a period of 12 weeks, the Parties not affected may terminate this Agreement by giving at least 4 weeks prior written notice to the affected Party.
20. No Employment
20.1 Nothing shall render or be deemed to render Razor or any employee or agent of Razor, an employee or agent of the Customer. This Agreement does not create any mutuality of obligation between Razor and the Customer
21. Entire Agreement
21.1 This Agreement contains the entire agreement and understanding of the parties relating to the subject matter of this Agreement and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.
22. Law and Jurisdiction
22.1 This Agreement shall be governed by and construed in accordance with the laws of the England. The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of in connection with this Agreement or its subject matter or formation.