Our Terms and Conditions
Client Facilities and Premises: If requested, you will make available in a timely manner and at no charge certain of your facilities, remote access connections, equipment, assistance, co-operation, complete and accurate information and data as reasonably necessary to facilitate provision of Services. You accept we shall not be liable for any delay or failure to provide Services to the extent such results from these client facilities not being available. When at your premises, we agree to comply with your reasonable rules and regulations regarding safety, security, and conduct which are notified to us in writing in advance.
Charges and Payment: Unless stated otherwise in the Proposal, all sums and payments are in Sterling. Our professional fees will be as specified in the Proposal or, otherwise, our then current standard fees. Payments shall be paid into the bank account we nominate from time to time. Except as otherwise agreed in the Proposal: (a) reasonable travel and subsistence expenses will be charged and payable at cost plus fifteen percent (15%); (b) we will submit invoice(s) for any such charges and all work performed in a month at or after the end of each month. You undertake to pay such sums, plus any applicable VAT, within thirty (30) days of the date of our invoice. You will promptly reimburse us on demand for any and all taxes or duties we may be required to pay in connection with the Agreement or its performance except any tax on our overall net income, franchise taxes or any taxes for which you are exempt and have provided us with a valid tax exemption certificate. If, by law or regulation, you are required to withhold part of sums due to us you agree to pay such withholding tax on our behalf and to provide a tax-exempt certificate enabling us to claim a full tax credit for the sums withheld. Where the Proposal specifies payment in advance, we will not be obliged to provide any Service(s) until we have received clear funds for such payment. We reserve the right to charge you interest at a rate of 0.75% per month on the amount of any late payment, applicable from the due date for payment until the actual date of payment. Unless expressly fixed in the Proposal, we may increase our time and materials fee rates under this Agreement on an annual basis with effect from each anniversary of the date of this Framework Agreement. The increase shall be such amount as may be expressly agreed or, otherwise, a percentage increase based on the latest available figure for the percentage increase in the UK Retail Prices Index for the preceding twelve (12) month period or the latest data available at the relevant time.
Intellectual Property Rights: You retain all right, title and interest in and to any data or confidential information you provide to us in connection with the services (Client Information). We retain all right, title and interest in and to our know-how, methods, reports, training materials, software, data, customizations and any other information or materials used, provided, prepared or develop by us in connection with the Services (Coller IP Materials), excluding any portions of Client Information included in the Coller IP Materials. Subject to full payment of all sums due to us, we grant you a limited, personal, perpetual, non-exclusive and non-transferrable licence to reproduce and use Coller IP Materials internally for your own business purposes for which the Coller IP Materials were prepared or such other purposes as may be agreed in the Proposal or otherwise in writing by us; any other use is prohibited.
Confidentiality: You agree not to disclose any of this Agreement or the Coller IP Materials by any means to any third parties without our agreement in writing. We both agree: (a) to maintain the confidentiality of any business, operational or technical information provided by the other Party in connection with Services only if it is marked or otherwise identified as confidential or proprietary, or, if the disclosure is oral, identified as confidential or proprietary at the time of disclosure (Confidential Information); and (b) only to use Confidential Information to perform it rights and obligations under the Framework Agreement; (c) at all times to use commercially reasonable measures to protect and safeguard Confidential Information of the other and not to disclose, give, transmit or otherwise convey any such Confidential Information, in whole or in part, to any third party unless otherwise agreed in writing. Both parties agree to restrict access to the Confidential Information of the other only to employees who need access to provide the Services or perform the agreement and who are bound by written obligations of confidence and use no less restrictive than above. The parties agree, however, that we may disclose your Confidential Information on an as-needed basis to our third-party providers who have executed agreements containing confidentiality provisions no less restrictive than above.
Exceptions to Confidentiality: The confidentiality obligations of the Parties regarding the Confidential Information of the other shall not apply to any material or information that: (a) is or becomes a part of the public domain through no act or omission by the receiving party; (b) is independently developed by or for the receiving party without use or reference to the Confidential Information of the other party; (c) is disclosed to the receiving party by a third party that, to the receiving party’s knowledge, was not bound by a confidentiality obligation to the other party; or (d) is demanded by a lawful order from any court or any body empowered to issue such an order. Each Party agrees to notify the other promptly of the receipt of any such order, and to provide the other with a copy of such order (unless legally prevented from doing so).
Warranties and Remedies: We warrant that all Services performed under this Agreement shall be performed in a workmanlike and professional manner consistent with generally accepted industry standards. In order to receive warranty remedies, you agree to report any deficiencies in the Services to us within ninety (90) days of completion of the Services or, where the Services are comprised of a number of phases or individual projects, completion of that phase or project. Our sole and exclusive obligation and your sole and exclusive rights and remedy for any breach of the foregoing warranty notified within the relevant time shall be re-performance of the relevant parts of the Services until the warranted standard is achieved. To the maximum extent permitted by applicable law, all implied or customary terms, conditions and warranties are hereby excluded.
Liabilities: We only accept responsibility to provide Services in accordance with the Agreement. We do not accept any responsibility to ensure that our reports, training or other services will achieve any of your desired results or outcomes unless expressly highlighted and agreed as such in the Proposal. We both accept all such liability that cannot be excluded or limited as rule of applicable law. Otherwise: (a) our total liability to you in any circumstances, including but not limited to negligence and breach of contract, shall be limited to the fees paid by you for the relevant Services from which the relevant cause of action arose; and (b) we do not accept liability for loss of revenue, loss of profits, failure to realize anticipated savings or other advantages, loss or prejudice to any business opportunity or goodwill, loss of or wasted management or staff time nor for any indirect or consequential loss or damage. You acknowledge these are fair and reasonable allocations of risk based on the fees charged and that we are willing to consider an increased level of liability in return for additional charges, subject to agreement in the Proposal. You accept that only we shall be liable to you in connection with Services and you irrevocably waive any and all claims or actions you may have against any director, employee or service provider of Coller IP.
Force Majeure: Neither of us will be liable to the other for any failure or delay, or for the consequences of any failure or delay in performance of services if it is due to any event beyond all reasonable control including, without limitation, Acts of God, or war, industrial disputes, protests, fire, fluid, storm, explosion, acts of terrorism and national emergencies.
Miscellaneous: We may use our own resources or third-party resources to perform Services and all references to us shall be deemed to include such third parties. Any direct engagements with any Coller IP group companies or other entities shall be subject to the Conditions except as otherwise agreed in writing. Any request for any changes in the Services must be in writing and we are not obliged to perform any tasks described in your change request unless and until we agree it in writing. During the period this Framework Agreement is in effect and for a period of six (6) months thereafter, each Party agrees not to solicit or to offer employment to any employees of the other or any resources used by the other in connection with Services without the prior written consent of the other Party. You will not assign the Agreement or parts, or any licence granted or created under them, whether by operation of law/equity, change of control, or in any other manner, without our prior written consent, which shall not be unreasonably withheld. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out expressly in this agreement. If there is an inconsistency between any of the provisions of the Framework Agreement or Conditions, the provisions of the Proposal shall prevail except that any amendment to provisions dealing with liability or intellectual property rights may only be made by separate agreement in writing by the Parties’ Authorised Representatives expressly varying the Framework Agreement and Conditions. All Services shall be provided in English and all communications, claims and other matters in connection with the Agreement shall be conducted in English. If any portion of this Agreement is determined to be or becomes unenforceable of illegal, such portion shall be deemed eliminated and the remainder shall continue in effect in accordance with its terms as modified by such deletion. The Contracts (Rights of Third Parties) Act is specifically excluded from this agreement. Our normal office hours are weekdays (excluding public holidays) between the hours of 09:30 and 17.30. We do not guarantee to attend to mail, faxes or e-mails received outside normal office hours (other than by prior arrangement). You agree that: (a) we may issue one or more press releases regarding your selection and use of our services; (b) we may use your name and logo in customer listings, financial disclosures, on our websites, and in any other reasonable fashion; (c) we may refer prospects and other third parties to you to act as a reference for us. We may do some joint marketing activities around your use of our Services and you will provide reasonable cooperation and assistance in these activities. Upon your approval, we may create, use, distribute and communicate these materials in our general sales and marketing activities. Some examples of joint marketing activities include a focused case study, audio and video clips, advertisements and industry sponsored events.
Governing Law and Jurisdiction: The agreement between us is subject to the laws of England and Wales and we submit to the exclusive jurisdiction of the courts of England and Wales save that we may choose to take proceedings elsewhere to enforce any judgment obtained.