Vigence Limited: Standard Terms and Conditions

1. Fee Rates and Hours of Work

a. Vigence's staff provide services to the customer on a daily basis, charged at the fee rates quoted in the Contract Letter. Fractions of a day are charged on a pro rata basis.

b. Unless otherwise stated the Fee rates exclude VAT which will (where appropriate) be added to the amount of an invoice at the prevailing rate.

c. The fee rates quoted will be fixed for the initial period of the assignment, or for 3 months, whichever is the shorter. Charge rates will be assessed from time to time.

d. Fees exclude travel or subsistence expenses and the costs of materials and services not provided directly by Vigence, unless stated otherwise on the contract letter. Any expenses necessarily incurred in execution of the assignment will be charged at cost.

e. During site work, travelling time in excess of normal travel to work time will be charged at cost; where applicable the cost of air travel, rail travel or a car mileage allowance at the prevailing company rate will be charged.

f. During site work involving overnight stays the cost of bed, breakfast and evening meal, any incidental expenses such as travel and medical insurance (outside UK only), plus the cost of Vigence's standard employee disturbance allowance will be charged.

g. Assignments will be full time unless otherwise specified. The standard working day is seven and a half hours between 8.30am and 7pm, Monday to Friday. Any additional time worked within these hours will be charged pro-rata. This may be subject to alteration by mutual agreement for work carried out on customer premises.

h. Hours worked outside the normal working day are charged at time and a half. Work undertaken during week-ends, or public holidays is charged at double time.

i. Charges will not be made for complete days during the assignment which are not spent directly on the assignment such as public and annual holidays, sickness, and temporary absence for any other reason.

2. Payment

a. Invoices are submitted for work undertaken in the previous calendar month. They are accompanied by (and based on) Vigence time sheets completed by staff on the assignment, countersigned by the customer's representative. Vigence reserves the right to submit time sheets which have not been countersigned if the customer withholds authorisation unreasonably. Invoices must be paid in full within 30 days of the date of issue. The invoice will include a Customer reference number, the work carried out and value of the invoice, expenses if any, including copies of receipts.

b. Vigence may at its discretion charge interest at 5 per cent per annum above Barclays Bank's base rate on any sum not paid on the due date. Such interest shall run from day to day and accrue after as well as before any judgement and shall from time to time be compounded monthly on the amount overdue until payment thereof.

c. If any payment becomes overdue, Vigence may (without prejudice to its other rights or remedies) suspend work under the contract until payment in full thereof has been made.

d. The Customer shall not be entitled to withhold payment in whole or in part on the ground that it has a claim, counterclaim or set-off against Vigence.

3. Confidentiality and Ownership

a. Ownership and Intellectual Property Rights (IPR) of the results of the work undertaken by Vigence for this assignment shall at all times vest with the customer. Information provided by the customer relating to the assignment will be treated as confidential unless specific authorisation to release it is given by the customer or the information comes into the public domain. Vigence will ensure that its employees and sub-contractors are bound by provisions similar to those contained herein. This clause shall survive termination of this assignment for a period of two years.

b. The provisions of clause 3a) shall not apply to any programming tools or techniques of a general nature acquired or used by Vigence (Background IPR) in the performance of the contract. Such Background IPR will remain the property of Vigence, and Vigence may continue to use the same in any way it thinks fit. This shall include (but not be limited to) development using the same software languages, operating systems, development tools, API's, third party libraries and products.

c. The provisions of clause 3a) shall not apply to any software libraries or components owned by Vigence that are used in the assignment. Ownership and IPR for such libraries or components shall remain with Vigence, and the customer shall receive an unrestricted non-exclusive license to use, modify and distribute these items in the context supplied.

d. Vigence undertakes at the request and expense of the Customer to do, and procure that any Consultant shall do, all acts and to execute all documents which may be necessary to establish, preserve or enforce the right, title and interest of the customer to the copyright and all other IPR in the Deliverables and all extensions and modifications thereof whether in connection with any registration of title or otherwise and hereby irrevocably appoints the Customer to be its attorney or agent in name on its behalf to do all such acts and to sign all such documents as may be necessary to give the Customer the full benefit of the provisions of the agreement.

4. Liability

a. Vigence will undertake the assignment with reasonable care and skill, but shall not under any circumstances in relation to its undertaking the assignment be liable (in contract, tort or otherwise) for any loss or damage of whatsoever nature suffered by the customer whether arising from any act, default or neglect on the part of Vigence, its employees, agents or sub-contractors or otherwise howsoever, to the extent that the amount of such loss or damage exceeds the contract value for any one occurrence or series of occurrences arising from the same cause.

b. Vigence shall not in any event be liable for any indirect or consequential loss.

c. The customer agrees to indemnify Vigence fully and promptly against all costs, claims, demands, damages and expenses to which Vigence may become liable or which Vigence may suffer or incur as a result directly or indirectly of Vigence's acting in accordance with the customer's instructions, or arising from any act, default or neglect on the part of the customer, its employees, agents or subcontractors.

d. Notwithstanding anything to the contrary, however, nothing in these terms and conditions shall operate to exclude or restrict Vigence's liability for death or personal injury resulting from negligence within the meaning of the Unfair Contract Terms Act 1977.

5. Transfer of Staff

Except as provided later in this provision, otherwise than by written agreement with each other neither party will, during the term of this Agreement and for a period of 6 months after the termination of this Agreement, intentionally make or seek to make any offer of employment or other contract for services, whether directly or indirectly, to any of the other party's employees or individual contractor suppliers involved in the performance of work under or pursuant to this Agreement or with whom they have become acquainted as a result of this Agreement. In the event that either party breaches this provision it will be contractually bound to pay the other party the greater of 6 times the person's annual salary inclusive of all benefits at time of their resignation or departure or 6 times the new annual salary or fee inclusive of all benefits, such being deemed by both parties to this Agreement to be fair compensation for such loss. This provision shall not apply in respect of any individual who ceased to work for the affected party at least 6 months prior to any approach, nor to any individual who can be proved to have responded to a bona fide published recruitment advertisement where the recruited person is not recruited to work for or with a party's personnel or department involved in this agreement. In addition, where the party wishing to approach the employee or contractor concerned informs the other party to this Agreement then that other party may either refuse or give such consent, and either waive its right to compensation or seek the full or any alternative amount as compensation for its loss. Nothing in this clause is intended to prevent the right of any individual to seek employment with whomsoever they wish, but this clause is intended to provide for due compensation where such a situation occurs as a result of entering this Agreement, recognising that loss of experienced personnel can have a serious effect on any employer.

6. Cancellation

If no end date for the assignment has been specified, or if either the customer or Vigence wishes to terminate an assignment prematurely, the terminating party shall give 4 (four) weeks written notice to the other.

7. Substitution of Staff

Vigence reserves the right to replace any assigned staff if it becomes necessary or expedient so to do. If any staff are to be replaced, Vigence will give to the customer as much advance notice as the circumstances permit.

8. Holidays

Holidays taken by staff during the assignment will be those normally applicable to the assigned staff. Authorisation for the taking of such holidays will not be unreasonably withheld by the customer. Additionally, the customer agrees to release Vigence staff on reasonable notice for up to one day per month, on average, for training and company matters.

9. Termination

The assignment may be terminated by either party by notice in writing to the other having immediate effect if either

a. the other commits any breach of these Terms together with those in the Contract Letter which breach (if capable of remedy) is not remedied within 14 days of notification, or

b. the other has a receiver or administrative receiver appointed over it or any part of its undertaking or assets, or passes a resolution for winding up (otherwise than for the purpose of a genuine scheme of solvent reconstruction or amalgamation), or a court of competent jurisdiction makes an order to that effect or if the other party becomes subject to an administration order or enters into voluntary arrangement with its creditors or ceases or threatens to cease to carry on business.

Termination of the assignment shall be without prejudice to the parties' rights accrued prior to termination. Nothing shall prejudice the right of either party to recover any amount outstanding (whether already invoiced or not) at the termination.

10. Exclusions

Except as expressly provided in this Agreement no warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance, merchantability or fitness for purpose of the Sale provided hereunder is given or assumed by Vigence, and except as expressly provided in this Agreement all such warranties, conditions, undertaking and terms are hereby excluded.

11. Publicity

Neither party shall make any public disclosures relating to this agreement or the subject matter of this agreement without the written consent of the other party, such consent not to be unreasonably withheld.

12. Force Majeure

Neither party shall have liability, except in regard to obligations to make payments hereunder, to the other for delay or loss occasioned by war, strike, lockout, industrial dispute, fire explosion, natural disaster, illness, death and other circumstances which are outside the party's reasonable control to prevent.

13. Addresses

Unless specified by not less than 7 days notice in writing by the party in question the addresses to which communications shall be sent shall be those shown in this Agreement.

14. Notices

Notices relating to the contract shall be in writing, and be sent by first-class letter, email or facsimile or delivered by hand to Vigence or the customer at their normal working address, or at such other address as each party may from time to time designate. Proof that an envelope containing a notice was correctly addressed, prepaid and posted, shall be proof that it was sent.

15. Waiver

Should either party fail to enforce any provision of the contract at any time, this shall not affect its right thereafter to require complete performance by the other party. Waiver of a breach of any provision shall not be taken to be a waiver of any subsequent breach or of the provision itself. Any waiver will be ineffective unless given in writing.

16. Dispute

Any dispute arising in connection with the contract between the parties shall, after written notice by either party to the other, be referred to a single arbitrator mutually agreed for the purpose, or in default of such agreement, to be appointed at the request of either party by the President of the British Computer Society.

17. Severability

In the event of any clause contained in these Terms and Conditions or in the Contract Letter being declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way impair or affect any other clause all of which shall remain in full force and effect.

18. Assignment

Except as otherwise provided in this Agreement, neither party to this Agreement shall without the previous consent in writing of the other party assign this Agreement or any rights or obligations thereunder save for the purposes of amalgamation or reconstruction.

19. Variations in writing

No amendment or variation of any of the terms and conditions of this Agreement shall be binding upon the Parties unless approved by all of them.

20. Unenforceable terms

The invalidity, illegality or unenforceability of any term or condition of this Agreement shall not affect the validity, legality or enforceability of any of any other term or condition of this Agreement.

21. Whole Agreement

These Terms and Conditions together with those in the Letter of Engagement shall apply to any contract for the provision by Vigence to the customer of professional services constitutes the entire contract between Vigence and the customer and supersedes all previous communications, representations and contracts either written or oral. In the case of any inconsistency between these Terms and Conditions and those in the Contract Letter, the ones in the Contract Letter shall prevail. The printed terms and conditions of any purchase order or other correspondence of the Customer in connection with the Contract shall not apply. The customer acknowledges that it is not entering into the contract in reliance upon any representation not set out in the contract. No amendment to the contract shall be binding unless in writing, signed by the parties or their duly authorised representatives and expressed to be for the purpose of such amendment.

22. Governing Law

The contract shall be governed by and interpreted in accordance with English law and each party hereby submits to the non-exclusive jurisdiction of the Courts of England. Headings are for convenience only.

23. Third Party Rights

No provision of this agreement is intended to or does confer upon any third party any benefit or right enforceable at the option of that third party against Vigence for the Customer as the case may be, or any liability whatsoever on any third party.