Professional Services Terms and Conditions

This Contract is entered into between the Client and Praxis42 Ltd on the basis of the terms stated below.

Interpretations

In these Terms and Conditions:

Contract means the contract for the provision of the specified service as defined in the proposal.

Client means the person, firm or company named on this document for whom the supplier has agreed to provide the specified service in accordance with these terms.

Document includes, in addition to a document in writing, a map, plan, design, drawing, picture or other image or any other record of information in any form.

Input Material means any documents or other materials and any data or other information provided by the customer relating to the specified service.

Tariff means the fees required for the delivery of the specified service as appended to these terms.

Output Material means any documents or other materials and any data or other information provided by the supplier relating to the specified service.

Supplier means Praxis42 Ltd whose registered office is at Mercury House, Hadleigh Enterprise Park, Crockatt Road, Hadleigh, Suffolk IP7 6RJ. Registered in England No. 4153524.

Charges means the charges shown on the tariff section of this document.

The headings in these terms and conditions are for convenience only and shall not affect their interpretation.

Supply of the Specified Service

Praxis42 Ltd agrees to provide consultancy advice and services detailed in the attached proposal (“the Services”). Praxis42 Ltd contracts on these conditions only and they shall override any other terms and conditions stipulated or incorporated by the Client in its order or in any negotiations. Variations or representations will only be binding on Praxis42 Ltd if confirmed in writing by an authorised officer of Praxis42 Ltd.

Praxis42 Ltd undertakes to provide employees and independent consultants who are competent to undertake the Services required.

The Client will ensure that resources are made available and schedule such of the Client’s employees as are necessary to the proper performance of the Services.

The Client will consult with Praxis42 Ltd to schedule work to the reasonable convenience of both parties and give Praxis42 Ltd as much advance notice as possible of causes which may disrupt the provision of the Services by Praxis42 Ltd.

Cancellation charges relating to the service are taken from the date of receipt of written cancellation:

• Less than 25 working days 15% of fee
• Less than 15 working days 33% of fee
• Less than 7 working days Full fee

Any changes or additions to the specified service or these Terms shall be notified to the Client at least 30 days in advance of the change coming into effect. Praxis42 may at any time without notifying the Client make changes to the specified service which are necessary to comply with any applicable safety or statutory requirements or which do not materially affect the nature or quality of the specified service.

This contract shall commence on the date agreed, and shall terminate on completion of the Services. Praxis42 Ltd without prejudice to any remedy it may have against the Client for the breach or nonperformance of any of the provisions of this contract may by notice in writing forthwith determine this contract if the Client:

• shall let any payment due become overdue in whole or in part;
• is guilty of any serious or wilful or persistent neglect of its obligations hereunder;
• is in breach of any of the terms of this contract (which in the case of a breach capable of remedy is not remedied by the Client within 30 days of receipt by the Client of a notice from Praxis42 Ltd specifying the breach and requiring its remedy);
• a resolution is passed or a Court Order made resolving or ordering the Client to be placed into liquidation or ordering that an administrator be appointed over all or any of its assets;
• shall have a receiver or administrative receiver is appointed over all or any of the assets of the Client;
• (being an individual) has a petition in bankruptcy entered against him; or
• ceases or threatens to cease to carry on trading.

Charges

Invoices will be submitted when the services are completed or dependent on the duration of the agreement at the end of each month for the number of days worked during that month and the cost of any additional services or products that are not time related. Invoices shall be payable within 30 days. In the case of overdue payment, Praxis42 Ltd may charge interest on the amount overdue calculated on a daily basis at the rate of 3% per month without prejudice to any other rights of Praxis42 Ltd. Payment on or before the due date is of the essence of the contract. All payments due from the Client under these Conditions shall be made without any setoff, deduction or deferment of any nature.

Cancellation and Delay

The Client may not cancel the contract without the prior written consent of Praxis42 Ltd and subject to the Client making payment to Praxis42 Ltd in respect of any work carried out. In the event the Client wishes to modify, amend or change the scope of the Services agreed to, Praxis42 Ltd may perform such Services at its discretion. In this event the Client agrees to allow Praxis42 Ltd to make reasonable modifications to the Terms of Praxis42 Ltd’s proposal including, but not limited to, completion dates and prices if Praxis42 Ltd deems such changes to be necessary to perform those Services as modified, amended or changed. If the modifications require Services valued at a greater amount than is remaining to be delivered under this Contract, the charges for any additional Services beyond the Client’s original commitment will be governed by Praxis42 Ltd’s prevailing rates.

Any time lost and not re-assignable as a result of prevention from or delay in proceeding with the Services through or principally through any act or neglect on the part of the Client (or its agents or sub-contractors) shall be charged by Praxis42 Ltd at the prevailing rate.

Confidentiality

Both parties will keep confidential all information relating to the other’s business which may become known during the life of the contract provided that this restriction shall not apply to information which is in the public domain or to information which the party is compelled by law to disclose. All confidential information disclosed by one party to the other during the term of this agreement will be safeguarded and kept confidential to at least the same extent the parties safeguarded confidential material relating to their own organisation and in particular the price and any negotiated terms.

All notes and memoranda of any confidential information made by or on behalf of Praxis42 Ltd during the life of the contract shall be the property of Praxis42 Ltd upon the termination or expiry of this contract.

Rights in Input and Output Material

The property and any copyright or other intellectual property rights in any input material shall belong to the Client.

Any output material shall, unless otherwise agreed in writing between the Client and Praxis42 Ltd, belong to the Praxis42 Ltd subject only to the right of the Client to use the output material for the purposes of utilising the specified service.

The Client warrants that any input material and its use by Praxis42 for the purpose of providing the specified service will not infringe the copyright or other rights of any third party and the Client shall indemnify Praxis42 against any loss, damages, costs, expenses or other claims arising from such infringement.

Praxis42 warrants that any output material and its use by the Client for the purposes of utilising the specified service will not infringe the copyright or other rights of any third party and Praxis42 shall indemnify the Client against any loss, damages, costs, expenses or other claims arising from any such infringement.

Liability

Praxis42 Ltd shall bear no liability for loss, damage or delay howsoever arising caused in circumstances outside its control including (but not limited to) Acts of God, war, strike, civil commotion, work to rule or go slow, over time bans, lock-outs, fire, flood, drought or inability to procure materials or articles except at increased prices due to any of the foregoing causes and loss of key staff or independent consultants involved in the provision of the Services (and in these circumstances may suspend or cancel the whole or part of the Services). If such an event occurs, Praxis42 Ltd will notify the Client as soon as convenient and, where appropriate, a reasonable extension to any delivery date will be mutually agreed to if delivery of the Services is still possible in the opinion of Praxis42 Ltd.

In no event shall either party be liable to the other for indirect or consequential loss or damage.

Neither party excludes or limits liability for death or personal injury resulting from their negligence.

Subject to the above clause, the liability of either party in contract, tort (including negligence or breach of statutory duty) or otherwise arising by reason of or in connection with this Agreement shall be limited to £1,000,000 in respect of any one incident or series of related incidents in any period of twelve months.

Warranty and Indemnification

Praxis42 Ltd warrants that any Services shall be provided with reasonable skill and care. Praxis42 Ltd’s liability under this warranty shall be limited to making available free of charge the labour and materials required to make good any failure to perform the Services with reasonable skill or care. Praxis42 Ltd’s liability is also conditional upon written notice of the defect being given to Praxis42 Ltd within 14 days after discovery of the same and in any event within 3 months after the date of performance of completion of the Services. This warranty is given in lieu of and shall be deemed to exclude all other warranties and conditions whether express or implied whether arising by common law, statute or otherwise other than that relating to title to goods supplied. The Services are supplied on the basis that the Client is neither a consumer nor deals as a consumer.

General

No failure or delay by either party in exercising any of its rights under the contact shall be deemed to be a waiver of that right and no waiver by either party of any breach of the contact by the other shall be considered as a waiver and any subsequent breach of the same or any other provision.

These terms and conditions constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms, expressed or implied by statute or otherwise are excluded to the fullest extent permitted by law.

A notice required or permitted to be given by either party to the other under these terms shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

Any dispute arising under or in connection with these terms or the provision of the specified service shall be referred to arbitration by a single arbitrator appointed by agreement, or (in default) nominated on the application of either party by the President for the time being of the Suffolk and North Essex Law Society.

English Law shall apply to the contract and these parties agree to submit to the non-exclusive jurisdiction of the English court.

Both Praxis42 Ltd and the Client agree not to recruit from each other or interfere in the relationships of either party with its own staff during the life of this contract and for a period of 12 months after its termination however caused (limited to staff directly involved with the Services and excluding staff paid under £25,000 per annum).

During the life of this contract and for a period of 12 months after its termination however caused the client agrees not to approach, employ, use the services of, or interfere with the relationship of Praxis42 Ltd with, independent consultants used by Praxis42 Ltd who are directly involved with the provision of the Services.