Candlelight Information Systems Ltd will provide services as agreed in a Letter of Engagement / Quotation, so far as is reasonably practicable within any agreed timescale, and with all proper skill and care. As an independent professional, Candlelight Information Systems Ltd will not be subject to direction or control, and itself accepts the responsibility for the proper provision of Services. Candlelight Information Systems Ltd is responsible for maintaining reasonable continuity in personnel providing Services on its behalf, but reserves the right in its sole discretion to make changes from time to time; no additional charge will be made for any handover period, and Candlelight Information Systems Ltd remains responsible for Services performed by any individual on its behalf.
2. Copyright and Intellectual Property Rights
‘Deliverable’ means a work produced by Candlelight Information Systems Ltd in the course of Services for delivery to the Client. Where pre-existing works are incorporated in any Deliverable, the Client has non-exclusive irrevocable world-wide royalty free licence to use modify and distribute such pre-existing works, but only as part of the Deliverable; all other rights in the pre-existing works are reserved. Subject thereto, all rights in any Deliverable pass to the Client upon payment of all fees due to Candlelight Information Systems Ltd which relate to that Deliverable, and Candlelight Information Systems Ltd will execute a formal assignment thereof on request by the Client.
3. Charges and Payment
3.1 Estimates are subject to change if based on incorrect information provided by the Client, or if any specified dependencies / facilities are not available on time, or if any equipment required to be provided by the Client fails to operate correctly (save where the engagement itself is for the repair thereof).
3.2 All sums due shall be invoiced and paid as specified in the Letter of Engagement / Quotation. The Client will pay Candlelight Information Systems Ltd’s invoices within 30 days, plus VAT. Unless otherwise specified, where payment is on a time and materials basis, Candlelight Information Systems Ltd may invoice monthly.
3.3 If any of Candlelight Information Systems Ltd’s invoices becomes overdue, Candlelight Information Systems Ltd may suspend provision of Services, and any agreed timescale will be automatically extended; Candlelight Information Systems Ltd may also terminate an engagement at any time when any payment is more than 7 days overdue.
Candlelight Information Systems Ltd is not liable for any loss or damage in excess of the higher of (a) ₤100,000, and (b) 125% of the total fees payable in respect of an engagement, except where it may not lawfully exclude or limit liability. Each party expressly excludes liability for consequential loss or damage, loss of profit, business, revenue, goodwill or anticipated savings. Any liability or remedy for innocent or negligent misrepresentation is expressly excluded. Neither party excludes or limits liability for death or personal injury.
Either party may terminate any engagement by one month’s written notice to the other, or by immediate written notice if the other is in material breach or if the other becomes insolvent.
6. Non-poaching of staff
Neither party will engage, employ or otherwise solicit for employment any person who during the previous 12 months was an employee, partner, or sub contractor of the other and with whom such party had material contact in connection with any engagement, until 6 months after the end of that engagement.
A contract for an engagement formed on the basis of a Letter of Engagement / Quotation referencing these terms is governed only by these terms and by no others, except where both parties expressly agree in writing. In particular, it is agreed that any Purchase Order or other such document from the Client is intended for the Client’s own administrative purposes only, and that notwithstanding its wording, neither a Purchase Order nor its content will have any legal effect. Save to the extent expressly provided, all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
Unless the parties have signed a separate agreement containing more specific provisions in relation to confidentiality (in which case the provisions of such agreement will continue to apply in lieu of this clause), each party will keep any confidential information disclosed by the other secret. Neither party may use or take advantage of any such confidential information without the discloser’s consent, even after the end of an engagement. This obligation does not apply to (i) information known to the receiver before disclosure by the other party, or (ii) information which becomes public knowledge without fault on the part of the receiver, or (iii) disclosures made to the extent required by some applicable legal or regulatory requirement.
The Client is a client of a business undertaking carried on by Candlelight Information Systems Ltd, and it is not the intention of either to create or allow to arise any employee/employer relationship.
These terms are governed by the laws of England & Wales, whose courts shall have sole jurisdiction in relation to all matters arising.