FCS Associates Ltd

1. The Contract – A Contract for an assignment is made and an order is accepted only upon and subject to these conditions of business. All other conditions are hereby excluded unless expressly accepted in writing by FCS Associates (‘the Contractor’) prior to the commencement of business.
2. Agreement of Terms – This Contract supersede any previous agreements and correspondence with the Customer relating to the subject matter of this Contract.
3. Provision of Services – The Contractor will provide the services (“Services”) set out in the Schedule to the Contract. If the Customer requests changes to the scope of the Services, the impact will be determined by the parties and any change in scope and cost will be agreed in writing before implementation.
4. Provision of information by the Customer – The Contractor’s performance of the Services is dependent on the Customer providing such information and assistance as the Contractor may reasonably require. Any Services provided by the Contractor may be based upon information provided by the Customer and the Contractor therefore assumes no responsibility with respect to the accuracy or completeness of any information provided by the Customer.
5. Contract Period – The period of assignment/engagement is clearly stated in the Schedule. It represents the minimum period of engagement by the Customer.
6. Fees and Terms of Payment – All invoices are payable fourteen days from the date of issue. All prices quoted are exclusive of VAT.
7. Late Payment – The Contractor reserves the right to charge interest at 2% above the prevailing Bank of England base rate per month in the case of overdue accounts. The Contractor may terminate the assignment with the Customer if the payment of any fees billed is delayed.
8. Payment of Costs Associated with Recovery of Debt – All costs incurred by the Contractor in recovering outstanding debt will be charge to the Customer.
9. Immediate Suspension of Contract – At any time during the term of the Contract, either party may give immediate notice to the other suspending the performance of its duties and obligations under the Contract in the event that:-
   a. circumstances exist or arise which, in the reasonable opinion of that party, materially or adversely affect the performance of, or the ability to perform, that party’s duties and obligations under the Contract; or
   b. either party becomes aware that the other party has failed to disclose to it information which in the reasonable opinion of that party is material to the performance of its duties and obligations under the Contract; or
   c. the Contractor has not received payment from the Customer of any invoice within 14 days of the invoice date
10. Termination Following Suspension – either party may terminate the Contract forthwith by notice in writing to the other if the period of suspension of the Contract referred to in clause 9 above exceeds 14 days.
11. Actions Following Termination – Upon termination of the Contract, the Customer shall pay forthwith upon request all fees and expenses due in respect of the Services provided up to the date of termination together with sums due for the completed assignment unless termination is due to the Contractor’s breach.
12. Accrued Rights – Termination of the Contract shall be without prejudice to any accrued rights of both parties.
13. Force Majeure – The Contractor shall not be deemed to be in breach of the Contract or liable to the Customer for any delay or failure to proceed with the assignment for reasons which are beyond the Contractors’ reasonable control. Such circumstances include;
    a. Act of God, explosion, flood, tempest, fire or accident.
    b. War or threat of war, sabotage, insurrection, civil disturbance or requisition.
    c. Acts, restrictions, by-laws, prohibitions or measure of any kind on the part of any governmental, parliamentary or local authority.
    d. Strikes, lock-outs or other industrial actions of trade disputes.
14. Limitation of Liability – The Contractor’s liability to pay damages for all losses, including consequential damages, economic loss or failure to realise anticipated profits, savings or other benefits, incurred by the Customer as a direct result of breach of contract or negligence or any other sort by the Contractor in connection with or arising out of the provision of the Services shall be limited to that proportion only of the Customer’s actual loss which was directly and solely caused by the Contractor and in any event shall be limited to the amount of fees paid under this Contract.
15. Notices – Notices must be served either personally, sent by prepaid registered post or faxed to the address of the other party given in this Contract, or to any other address as the parties may have notified during the period of the Contract, Any notice sent by post will be deemed to have been delivered 48 hours after sending. Any notice sent by fax or served personally will be deemed to have been delivered on the first working day after its despatch.
16. Applicable Law – These conditions of business shall be governed and construed in accordance with English law and all disputes arising in connection therewith shall be submitted to the jurisdiction of the English courts.
17. Ownership: The Contractor will not obtain rights in any data, materials, or systems otherwise utilised or provided by Customer in connection with this agreement. At the request and expense of Customer, the Contractor will do all such things and sign all documents or instruments reasonably necessary in the opinion of Customer to enable the Customer to obtain, defend and enforce its rights in any such data, materials or systems. Upon request by the Customer and in any event promptly deliver to the Customer copies of such data, materials or systems that may be in the possession, custody or control of the Contractor. All Intellectual Property Rights in and to any software, documentation, drawings, data, information, database or product created or produced by the Contractor in performing the Services under this Agreement will be the property of Customer. The Contractor hereby assigns to the Customer absolutely its whole right, title and interest, present and future in and to such Intellectual Property Rights free from all liens, charges and encumbrances. The Contractor will provide the Customer with all information which the Customer may reasonably request for the purpose of allowing Customer to fully exercise its proprietary rights in any jurisdiction. The Contractor will at the Customer’s request and expense undertake and execute all acts, deeds, documents and steps necessary to effectively vest such Intellectual Property Rights in the Customer. The provisions and requirements of this clause will survive the expiration or termination of this Agreement.
18. Confidentiality: The Contractor will maintain as confidential all information obtained under or in connection with this Agreement and will not divulge such information to any person without Customer consent. This clause will not extend to information which was rightfully in the possession of the Contractor prior to the commencement of the negotiations that led to this Agreement, which was already in the public domain or becomes so at a future date (otherwise than as a result of a breach of this clause or any other confidentiality agreement signed by the Contractor or which is trivial or obvious). If requested, the Contractor will sign a confidentiality agreement in a form specified and provided by Customer. These obligations of confidentiality will survive the expiry or any termination of this agreement.