PIVOTAL SCIENTIFIC LTD (“REFERRED TO AS PIVOTAL”)
TERMS OF BUSINESS
Pivotal Scientific Limited of Cherwell Innovation Centre, 77 Heyford Park, Upper Heyford, Oxon OX25 5HD (Company Registration number 06590487) (referred to as “Pivotal”) and the Client specified in the proposal attached hereto.
Acceptance of Orders
Pivotal Scientific Limited will only accept orders for its products and services once it has received an official order which will include either a purchase order number or a signature that is transmitted by post, fax or other means of electronic transmission.
Fees and Expenses
- The Client agrees to pay all fees and expenses properly incurred and invoiced.
- An estimate of Pivotal’s fees and related expenses for this assignment is provided in the proposal attached and will remain valid for three months from the date of submission. The proposal is not to be construed as an offer to perform the assignment within a fixed time or at a fixed price.
- Unless an alternative schedule has been agreed Pivotal will invoice the Client at the end of the month. Payment of invoices will fall due within 30 days of the date of invoice without deduction. Interest on overdue amounts shall be payable at a rate of 1.5% per month.
- All fees, expenses or other amounts payable to Pivotal are expressed exclusive of VAT. If VAT is, or becomes, payable in respect of such amounts, the VAT shall be payable by the Client.
- For payments made by credit card, Pivotal Scientific Limited will make an additional charge of 2% of the value of the order. No additional charge will be added for payments made by debit card, bank transfer or cheque.
- In general, each agreement entered into with Pivotal Scientific is for an initial fixed term period of twelve months. If a client wishes to terminate the agreement at the end of the initial fixed-term period, it must do so in writing no sooner than two months and no later than one month before the anniversary date of the agreement. Such termination shall be without prejudice to the payment by the Client to Pivotal of its fees and to any other rights that may have accrued to that date. Also, upon termination of an agreement the client agrees to pay all relevant payments due to Pivotal Scientific for any services it has provided prior to the effective date of termination.
- During the notice period Pivotal Scientific will bring the assignment to an orderly close. The Client will be liable for fees and expenses incurred by Pivotal during the notice period.
Limit of Advice
- Pivotal shall carry out the services set out in this agreement with reasonable skill and care in accordance with market practice but shall not be obliged to provide any other advice or service unless it expressly agrees in writing to do so.
- Pivotal shall solely owe a duty of care to the Client. Pivotal’s advice is given solely for the purpose of the assignment and to the Client and may not without the prior written consent of Pivotal be used for any other purpose or disclosed to any person other than the Client’s other advisers (who may not rely on the advice)
Data Protecion Act
- Pivotal may obtain and process personal information about the Client and the people involved in any transaction (for example, name and contact details ) in Pivotal’s files and computer systems to assist with carrying out the services provided by Pivotal, to give the Client information about Pivotal and its services and to assist with Pivotal’s administration.
- Pivotal will only disclose this information where (i) the Client has asked Pivotal to disclose it (ii) to other companies within the Pivotal Group or successor businesses, (iii) where required to do so by Law, (iv) where reasonably necessary to carry out the activities set out above or (v) to Pivotal’s auditors and any regulatory bodies where required to do so. In each case, the disclosure may be to anywhere in the world.
- The Clients shall, where applicable, comply with the provisions of the Data Protection Act.
- The Clients irrevocably agrees to indemnify and hold harmless the Pivotal Group and its directors, officers, employees, controlling persons, associates, consultants, affiliates and agents (each as “Indemnified Person”) to the full extent lawful against all and any indemnified Losses.
- “Indemnified Losses” include all losses, liabilities, damages, costs, charges and expenses (including without limitation legal expenses) (“Liabilities”) arising from the Assignment and the arrangements in this letter and suffered or incurred by an Indemnified Person, and resulting from any actions, claims, demands, investigations or any competent regulatory authority, proceedings or judgements (“Actions”) including result from an Action to establish whether this Indemnity applies
- Indemnified Losses shall not include Liabilities finally judicially determined to be attributable to:
a. The wilful default of an Indemnified Person in relation the Transaction; or
b. The gross negligent breach of an Indemnifies Person of its obligations to The Client.
- Any Indemnified Person shall be entitled to defend, compromise, settle or deal with any indemnified claims or proceedings to which this indemnity applies as Pivotal or the Indemnified Person sees fit. Without prejudice to the foregoing, Pivotal shall, where practicable:
a. Keep the Client informed of all material developments in relation to such Indemnified claims or proceedings
b. Provide the Client with any information relating to such indemnified claims or proceedings which it may reasonably, request: and
c. Notify the Client prior to taking any material steps in relation to such indemnified claims or proceedings.
- The benefit of this indemnity shall survive any termination of the agreement and is in addition to any rights that any Indemnified Person may have at common law or otherwise including, but not limited to, any right of contribution.
- If the Client specifically authorises Pivotal to do so or Pivotal is required to do so by law or the rules of any competent regularly authority, Pivotal may publish or disclose to a third party any information which is provided to Pivotal or the substance of any advice given by Pivotal.
- The Clients shall not publish or disclose to any third party any documents generated by Pivotal of the substance of any advice given by Pivotal unless specifically authorises the Client to do so or the Client is required to do so by law or the rules of any competent regularly authority.
- The Client agrees with Pivotal that the substance of any advice given by Pivotal is provided by solely to the Client and for the Client’s benefit in connection with the Assignment and may not be disclosed to, used or relied on by, any other person or for any other purpose.
- Pivotal and its consultants will keep confidential for three years from the date of its supply, all information supplied by the client, but this duty of confidence shall not extend to any information already known to Pivotal and its consultants prior to its disclosure by the Client, or lawfully received by Pivotal and its consultants from a third party not to information published at the date of such disclose or subsequently through no fault of Pivotal and its consultants.
- Subject to the confidential obligations herein, Pivotal reserves the right to include the Client’s name in Pivotal’s published list of Clients to whom Pivotal is providing services unless the Client advises in writing to the contrary.
- All reports covered by the proposal will be in English.
- Notwithstanding delivery, title to goods shall not pass to the Client until all sums due to owing on any account whatsoever by the Client to Pivotal have been paid in full.
- The Client accepts that Pivotal will suffer loss if an employee engaged in work for the Client accepts an offer of employment from the Client within one year of the completion of such work. It therefore is a condition of the engagement of Pivotal that the Client will not offer employment to any such employee either during the currency of the assignment described in the proposal or within a year of its completion. Should the Client act in breach of this condition, then without prejudice to any other remedies available to us the Client will pay Pivotal by way of liquidated damages the equivalent of one year’s salary for the employee concerned. In this clause “The Client” shall where appropriate include the Client’s parent, subsidiary and/or associated companies.
- All amendments of the TERMS shall be agreed in writing
- This agreement will be construed and interpreted in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.
- The invalidity, illegality or unenforceability of the whole or part of any clause of this agreement does not affect or impair the continuation in full force and effect of the remainder of this agreement.
PIVOTAL SCIENTIFIC LIMITED
ACCEPTED AND AGREED TO FOR AND ON BEHALF OF