1.1 The scope of the Services to be provided to the Client by Integrity will be agreed in writing between them, usually by way of a quotation.
1.2 If the Client requires any additional services or any change to the agreed Services, Integrity will be entitled to an adjustment of the fees and an estimate of the additional fees which may be due will be provided to the Client upon request.
2. COMMENCEMENT / DURATION OF SERVICES
2.1 If the commencement date for the Services is not agreed in advance, the Services will be treated as having commenced on the date Integrity begins to carry out any of the Services.
2.2 The Services will continue until they are completed, unless the Appointment is terminated early in accordance with these Terms of Engagement.
3. FEES AND EXPENSES
3.1 The fees payable for the Services and/or Hardware will be as agreed in writing between the Client and Integrity. Unless otherwise specified, fees will be payable within 14 days of the invoice date.
3.2 Any Hardware and/or Software will remain the property of Integrity until full payment has been received.
3.3 Out of pocket expenses (including travel, telecommunications and other costs) will be recoverable in addition to fees and the appropriate amounts will be added to Integrity’s invoices.
3.4 The daily and hourly rates quoted to the Client are subject to review annually on 1st January.
3.5 Integrity will be entitled to interest on overdue accounts at the rate of 8% above the Base Rate of HSBC Bank PLC calculated on a daily basis from the due date until payment is received by Integrity.
3.6 The daily and hourly rates of Integrity’s personnel quoted to the Client will, unless otherwise agreed, apply to any additional services.
3.7 Fees are quoted exclusive of VAT. If applicable, this will be added to each invoice and payable by the Client.
3.8 Quotations for Services and/or Hardware are only valid for 7 days from the date of the quotation unless otherwise specified. After this date Integrity reserve the right to make adjustments where applicable.
3.9 All business maintenance contracts are calculated on an annual basis and payable monthly.
4. INFORMATION & APPROVAL
4.1 The Client will ensure that Integrity is provided in good time with all information needed to enable Integrity to perform the Services and Integrity will be entitled to rely on that information.
4.2 The Client will give all decisions and approvals in a timely manner and provide any additional assistance which Integrity may reasonably request.
5. STANDARD OF CARE
5.1 Integrity will exercise reasonable skill, care and diligence in the performance of the Services in accordance with the standards of Integrity profession.
5.2 Integrity will also use reasonable endeavours to adhere to the programs agreed with the Client for the provision of the Services, but will not be responsible for any delay which is due to reasons attributable to the Client or otherwise beyond Integrity’s control.
6. INTELLECTUAL PROPERTY
6.1 Copyright in all drawings, reports, documents and computer-generated data prepared by Integrity will remain the property of Integrity. Subject to the Client paying all fees and expenses which are due, the Client will have a licence to copy and use those documents and data for any purpose related to the project for which the Services are provided, but not for any other purpose.
7.1 Integrity will designate an individual to act as the principal representative of Integrity in dealings with the Client concerning the Services. Integrity reserves the right to change that individual but will not do so without good reason and will inform the Client of any such change.
7.2 Integrity will provide the Client with details of the professional qualifications and experience of staff engaged on the Services upon request.
8. LIABILITY & INSURANCE
8.1 Integrity will take appropriate steps to remedy any defect in the Services for which it is responsible, and which is immediately notified to it by the Client at any time up to 12 months following completion of the Services.
8.2 Integrity will have no other liability to the Client, whether in contract or in tort, for any loss or damage suffered by the Client, whether direct, indirect or consequential.
9.1 This agreement is effective for one year.
9.2 Integrity may terminate the Appointment at any time by giving notice to the Client if the Client commits a material breach of any of the terms agreed between them which is not remedied within 14 days. Failure to pay fees and expenses on the due date will constitute a material breach.
9.3 The Client may terminate the Appointment by notice to Integrity if Integrity commits a material breach of any of the terms agreed between them and fails to take steps to remedy the breach within 14 days of notice requiring it to do so from the Client.
9.4 Upon termination the Client will pay Integrity all fees and expenses due up to the termination date. In the event of wrongful termination by the Client, the Client will in addition pay Integrity an appropriate amount of compensation for Integrity’s loss of anticipated profit.
9.5 Termination will not prejudice the accrued rights and liabilities of the parties.
9.6 Any hardware provided as part of this contract remains the property of One Stop Cloud Ltd T/A Integrity IT.
10. ASSIGNMENT & SUBCONTRACTING
10.1 Neither party will assign or subcontract its obligations without the consent of the other. In the event of Integrity wishing to subcontract any of the Services, the Client will not unreasonably withhold its consent. Integrity will not be relieved of any of its liabilities to the Client in the event of any subcontracting.
11. LAW & JURISDICTION
11.1 The agreement between the parties is governed by English law (United Kingdom).
11.2 Any disputes which cannot be resolved amicably will be resolved by the courts of England and Wales.
11.3 Each party will give serious consideration to a request by the other that any dispute should be referred to mediation.