Terms & Conditions

1.0 Definitions and Interpretation

1.1 In these terms and conditions, the following definitions apply:

“Bespoke Products” means any Products or parts of Products made or customised specifically for the Customer using the Customer Information.

“Business Day” means a day (other than a Saturday or Sunday or a public holiday) when banks in London, England are open for business.

“Contract” means the Customer’s order and the Supplier’s acceptance of it in accordance with condition 2.4.

“Customer” means the person, firm or company who purchases Products and/or Services from the Supplier.

“Customer Information” means any technical specifications for the Products, other specifications, drawings, documentation, data, software, information and know how to be provided by the Customer to the Supplier to allow the Supplier to make any Bespoke Products for the Customer.

“Customer Handbook” means the non-contractual customer handbook containing the Supplier’s policies and procedures.

“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended together with all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

“EULA” means an End User Licence Agreement in respect of Software to be entered into by the Customer or a third party user of the Software; additional copies are available on request from the Supplier.

“Intellectual Property Rights” means intellectual property rights of every sort, whether or not registered or registrable in any country, including intellectual property rights now existing or coming into existence in the future; and including, among others, patents, trade marks, unregistered marks, designs, copyrights, rights in computer software (including but not limited to the Software), domain names, discoveries, Know-how, creations and inventions, together with all rights which are derived from those rights.
“Know-how” means technical and commercial know-how including but not limited to methods, procedures and ways of working and organising which are not capable of protection as copyright.

“Price” means the sums of money described at condition 3.

“Products” mean the products agreed to be sold as described in the Contract (including any part or parts of any Product, any Bespoke Products, Product replacements and spare parts).

“Services” means the product and software support services agreed to be supplied by the Supplier under the Contract, if any.

“Service Specification” means the description or specification for the Services provided in writing by the Supplier to the Customer.

“Software” means any software developed by the Supplier (whether in full or in part) or licenced by the Supplier and supplied to the Customer.

“Supplier” means Global Inkjet Systems Ltd.

1.2 In these terms and conditions, the following rules apply:

i) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

ii) a reference to a party includes its successors or permitted assigns;

iii) a reference to a statute or a statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

iv) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

v) a reference to writing or written includes faxes and e-mails.

2.0 Contract Terms, Quotations and Acceptance and Changes

2.1 These terms and conditions shall apply to and be incorporated in the Contract and prevail over any inconsistent terms or conditions contained in or referred to in the Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing. Additional terms may be agreed in relation to any specific consignment of Products, subject to compliance with condition 2.2. In any conflict between these terms and conditions and the terms subsequently documented in relation to a particular consignment of Products, the terms of the subsequent document shall prevail.

2.2 No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on the Supplier unless in writing and signed by the Supplier. The Supplier’s employees, contractors and agents are not authorised to make any representations or contractually binding statements concerning the Products.

2.3 Any quotation issued by the Supplier is valid for a period of 30 days only, and the Supplier may withdraw it at any time by notice to the Customer.

2.4 Each order or acceptance of a quotation for Products and/or Services by the Customer shall be deemed to be an offer by the Customer to purchase Products and/or Services in accordance with these terms and conditions. The Customer shall ensure that its order is complete and accurate.

2.5 A binding contract shall not come into existence between the Supplier and the Customer unless and until the Supplier issues a written acknowledgement of order to the Customer, or the Supplier delivers the Products to the Customer (whichever occurs earlier). The quantity and description of the Products shall be as set out in the Supplier’s acknowledgement of order or (if there is no acknowledgement of order) quotation.

2.6 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Products or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures including the Customer Handbook are issued or published for the sole purpose of giving an approximate idea of the Products and/or Services described in them. They shall not form part of the Contract or have any contractual force.

2. 7 All of these terms and conditions shall apply to the supply of both Products and Services except where the application to one or the other is specified.

3.0 Price

3.1 The Price for the Products and for the Services is as set out in the Supplier’s acknowledgment of order. Prices are exclusive of value added tax, bank charges, travel and accommodation, export costs, transportation costs, excise duty, import duty or other tax charged or imposed by the country of importation and any other imposts and duties payable in respect of the Product and/or Services. Any such taxes, imposts or duties shall be payable by the Customer in addition to the Price and any other sums due to the Supplier from the Customer.

3.2 Costs associated with the Supplier’s travel, accommodation and subsistence during the supple of Services will be invoiced separately and incur a handling charge of not less than 10%.

3.3 Where the Supplier agrees to provide the Customer with import/export assistance, the Supplier’s costs will be charged to the Customer at cost plus a handling charge of not less than 10%.

3.4 The Supplier reserves the right, by giving notice to the Customer at any time before delivery, to increase the Price of such of the Products and/or Services as have not been delivered to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including any foreign exchange fluctuation, currency regulation, alteration of duties, change in legislation, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Products which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions and shall incur no liability to the Customer by doing so. If the Supplier notifies the Costumer of any such proposed increase in the Price, the Customer shall have the right to cancel the Contract so far as it applies to such undelivered Products or Services, without liability to the Supplier.

4.0 Bespoke Products

4.1 The Customer will provide the Supplier with the Customer Information and all other materials and other items necessary to enable the Supplier to supply the Bespoke Products (if any) and otherwise fulfil its obligations under the Contract.

4.2 The Supplier shall consult with the Customer from time to time prior to completion of the Bespoke Products (if any) to ensure the technical specification is acceptable to both parties, but the Supplier is not obliged to agree to any change requested by the Customer to the technical specification or to any Bespoke Products.

4.3 Any change to a Bespoke Product necessitated by a change to the Customer Information will only be implemented following the written agreement of both the Customer and the Supplier. Any increased costs to the Supplier resulting from such changes (including increased costs of manufacture) will be paid in full by the Customer.

5.0 Delivery of Products

5.1 The Supplier shall deliver the Products to the delivery location specified on the Customer’s order.

5.2 The Products shall be delivered EXW – Ex Works at Global Inkjet Systems Ltd, Edinburgh House, Cowley Road, Cambridge, CB4 0DS, UK, Incoterms ® 2010.

5.3 All rights, obligations, conditions and matters relating to the above Incoterm (EXW) shall apply to the Contract. So far as any cost is not allocated by such Incoterm, it shall be payable by the Customer.

5.4 The Customer shall pay any handling and shipping or other incidental costs and expenses the Supplier has incurred or will incur in relation to the Products.

6.0 Receipt of Products, Damage, Defects and Non Delivery

6.1 The Customer shall promptly collect and accept the Products when they are delivered or tendered for delivery in accordance with the Contract. In the event of the Customer wrongly failing to so collect and accept the Products, the Customer shall (in addition to any other liabilities it may have to the Supplier) be fully liable for all costs, charges and expenses (including but not limited to storage insurance and handling charges) incurred as a direct or indirect result of it failing to collect and accept the Products.
The Customer shall be under an obligation to inspect the Products for damage as soon as possible after taking delivery. If the Customer reasonably believes that the Products were damaged:

i) upon delivery by the Supplier to the carrier and not by the carrier following delivery, any claim must be made within seven (7) days from the date the Products were delivered and the Customer must provide evidence to substantiate its claim that the Products were damaged upon delivery by the Supplier rather than by the Customer’s carrier following delivery; or

ii) at any time following delivery by the Supplier, the Customer shall be responsible for filing any claims for loss or damage with its carrier.

6.3 In the case of non delivery of a whole consignment, the Customer shall notify the Supplier of such non delivery as soon as practicable after the Customer receives the first to be delivered of the delivery note, the packing list and/or the invoice. Any claim against the Supplier must be made within seven (7) days of the date of receipt of such document. The Customer shall be responsible for filing any claims for loss or damage with its carrier.

6.4 The Customer’s attention is drawn to the further detail in the Customer Handbook regarding the Supplier’s policies and procedures for dealing with damaged or defective products. The Customer Handbook is a guide only and does not form part of the Contract.

7.0 Time of Delivery

7.1 The delivery date or schedule specified in the Supplier’s acknowledgement of order, if any, is a guide only. If no dates are so specified, delivery shall be within a reasonable time of acceptance of the Customer’s order. The Supplier is not in any circumstances liable for any delay in delivery, however caused.

7.2 If a delivery date or schedule has been agreed, then such date or schedule shall also be a guide only, but the Supplier reserves the right to deliver and require payment for the Products on such date or in accordance with such schedule in the event that a delay is requested by the Customer.

7.3 Where production of the Product is delayed due to non availability of any Customer Information or any materials or other items to be provided by the Customer to the Supplier, Supplier shall have no liability in respect of any related delay in the provision of any Products and the Customer shall be liable to the Supplier as follows:

i) if the delay continues beyond two (2) weeks from the scheduled delivery date, the Customer shall compensate the Supplier for all costs incurred by the Supplier including those of holding all relevant materials, for the whole of the period of delay; and

ii) as soon as practicable following then eventual receipt by the Supplier of the delayed Customer Information, materials or other items, Supplier shall notify the Customer of:

a) any additional costs that would be incurred by the Supplier if it were to meet, or attempt to meet, the original delivery date for the Products in the Contract (with such additional costs to be added to the Price); and

b) the revised delivery or completion date if the Supplier were to proceed to supply the Products at the Price,
and the Customer will notify the Supplier in writing by return that either it accepts the additional costs incurred by the Supplier in attempting to meet the original delivery date or that it chooses a delayed delivery or completion at the original Price.

8.0 Charges and Payment

8.1 In respect of Products, the Supplier shall invoice the Customer at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer monthly in advance.

8.2 The Customer shall pay each invoice submitted by the Supplier within 30 days of the date of the invoice in the currency and manner specified in the Supplier’s written acceptance of the Customer’s order. The Customer shall not be entitled to deduct from the Price and shall be additionally liable to pay to the Supplier any bank charges imposed in settling the invoice. The Supplier must receive the full amount invoiced.

8.3 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Products or Services at the same time as payment is due for the supply of the Products or Services.

8.4 If any payment is not made upon the due date, the Supplier may at its absolute discretion terminate the Contract or suspend further deliveries and may without notice charge interest on the amount outstanding from the due date to the date of receipt by the Supplier (whether or not after judgment) on a daily basis at a rate equivalent to 3% above the base lending rate from time to time of HSBC Bank plc.

8.5 The time of payment shall be of the essence and no payment shall be deemed to have been made until the Supplier has received payment in cleared funds for the full amount shown on the invoice. Failure by the Customer to make any payment on the due date shall entitle the Supplier at its option to treat the Contract as repudiated and act accordingly. All sums payable to the Supplier under the Contract shall become immediately due on its termination, despite any other provision of the Contract. This condition 8.5 is without prejudice to any right to claim for interest under the law, or any right under the Contract.

8.6 The Supplier may invoice part deliveries of Products separately.

8.7 All sums due by the Customer to the Supplier shall be paid in full, without any set-off or counter claim and without deduction of or withholding for any tax now or subsequently imposed by or in any country. Payment shall be made whether or not the Customer has any complaint in respect of defective Products. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

9.0 Risk, Title and Resale

9.1 All risks in the Products shall be borne by the Customer from delivery in accordance with the Contract.

9.2 Ownership of the Products shall pass to the Customer on the later of delivery, or when the Supplier has received in full in cleared funds all sums due to it in respect of the Products and all other sums which are or which become due to the Supplier from the Customer on any account.

9.3 The Customer may resell (but may not deal in any other way with) the Products to a third party and pass good title to that third party only when the sale is in the ordinary course of the Customer’s business and such Products are a component of a system or product manufactured by the Customer. The Customer may not resell the Products as a stand-alone component to any third party, whether for use a spare parts or for use in such third party’s products or systems. If the Customer resells any Product in contravention of this condition 9.3, the Customer shall account to the Supplier for the proceeds and the Supplier shall be entitled to take any of the actions referred to in condition 12.1 without liability to the Customer.

10.0 Supply of Services

10.1 The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects.

10.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Contract, but any such dates shall be estimates only.

10.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

10.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

10.5 The Customer shall:

i) co-operate with the Supplier in all matters relating to the Services;

ii) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services; and

iii) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects.

10.6 If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):

i) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

ii) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this condition 10.6; and

iii) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

11.0 Force Majeure

The Supplier shall not be liable for any delay or failure in performance of its obligations under the Contract which is caused or contributed to by circumstances beyond its reasonable control. Should any such event occur, the Supplier may at its own option suspend the supply of Products or Services, defer the delivery date, reduce the amount of Product ordered and/or cancel the Contract without incurring any liability whatsoever for any related loss or damage.

12.0 Default

12.1 The Supplier reserves the right (without prejudice to its other rights and remedies) to terminate the Contract, to suspend further deliveries of Product or the provision of Services under it without liability to the Customer, or require payment in advance (and if Products and/or Services have been delivered but not paid for, the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary) if:

i) the Customer fails to pay for any other delivery when the same becomes due;

ii) the Customer’s financial responsibility becomes unsatisfactory to the Supplier;

iii) the Customer ceases, or threatens to cease, to trade;

iv) if the Customer goes into liquidation, or has an administrator or receiver appointed or makes an arrangement or composition with its creditors or becomes bankrupt or suffers any analogous action in any jurisdiction in consequence of debt; or
v) in the circumstances described in condition 9.3.

12.2 Termination of the Contract, however arising, shall not affect the accrued rights of the parties as at termination or the continuation of any provisions expressly stated to survive or implicitly surviving termination.

13.0 Product Warranty

13.1 The Supplier warrants to the Customer that the Products will be free from any material defect in workmanship for a period of one (1) year from the day after the shipping date (the “Warranty Period“). The Supplier undertakes (subject to the remainder of this condition 13), at its discretion, to repair or replace Products which are found to be defective as a result of faulty workmanship during the Warranty Period.

13.2 The Supplier shall not in any circumstances be liable for breach of the warranty in condition 13.1 unless:

i) the Customer gives written notice of the defect to the Supplier within the Warranty Period; and

ii) after receiving the notice, the Supplier is given a reasonable opportunity to examine such Product and the Customer (if asked to do so by the Supplier) returns such Product to the Supplier’s place of business in its original packaging at the Customer’s cost for the examination to take place there; and

iii) the defect shall have been proved by the Customer to be attributable to the Supplier’s workmanship.

13.3 The Supplier shall not in any circumstances be liable for a breach of the warranty in condition 13.1 if:

i) the Customer makes any use of the Product in respect of which it has given written notice under condition 13.2(i); or

ii) the defect arises as a result of damage in the course of transportation or because the Customer failed to follow the Supplier’s oral or written instructions or specifications as to the handling, storage, installation, commissioning, operation, use or maintenance of the Product or (if there are none) good trade practice; or

iii) the Customer alters or repairs the relevant Product without the written consent of the Supplier.

13.4 The Supplier shall not in any circumstances be liable for any damage or defect to the Product caused by improper use of the Product or use outside its normal application.

13.5 The Supplier shall not be liable for any travel, shipping or import/export costs associated with a breach of the warranty in condition 13.1.

13.6 The Customer’s attention is drawn to the further detail in the Customer Handbook regarding the Supplier’s policies and procedures for dealing with damaged or defective products. The Customer Handbook is a guide only and does not form part of the Contract.

14.0 Limitation of Liability – THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION

14.1 This condition 14 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

i) any breach of the Contract howsoever arising; and

ii) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising out of or in connection with the Contract.

14.2 All conditions, warranties and other terms implied by statute or common law (including any implied terms relating to quality, fitness for purpose or description of the Products or Services) are excluded from the Contract to the fullest extent permitted by law.

14.3 The Supplier’s total liability to the Customer in contract, tort (including negligence or breach of statutory duty) or restitution, or for misrepresentation (whether innocent or negligent), or otherwise, arising in connection with the performance or contemplated performance of the Contract shall in no circumstances exceed the Price paid by the Customer for the Products and/or Services and to the extent that any third party brings a claim or action against the Supplier arising out of or in connection with any Products or Services supplied under the Contract which results in any greater liability of the Supplier, the Customer shall indemnify and hold the Supplier harmless to the full extent of any such greater liability.

14.4 Under no circumstances shall the Supplier be liable to the Customer, whether in contract, tort (including negligence or breach of statutory duty) or restitution, or for misrepresentation (whether innocent or negligent), or otherwise, for loss of profits, depletion of goodwill, loss of business or of business opportunity, or any special, indirect or consequential or pure economic loss, costs, damages, charges or expenses.

14.5 The Supplier shall not be under any liability in contract or in tort for any loss or personal injury arising directly or indirectly out of the supply or use of the Products, PROVIDED THAT nothing in this condition 14 shall exclude any liability which cannot as a matter of law be excluded such as liability for death or personal injury due to the negligence of the Supplier.

14.6 This condition 14 shall survive the termination of the Contract, however arising.

15.0 Consents

The Customer is responsible for obtaining, at its own cost, all import licenses and other consents and authorities in relation to the Products as are required from time to time and, if required by the Supplier, the Customer shall make those licences and consents available to the Supplier prior to the relevant shipment. This condition also applies if the Customer resells the Products in accordance with condition 9.3.

16.0 Confidentiality and Supplier’s Property

16.1 The Customer shall keep in strict confidence all information about the Supplier’s Intellectual Property Rights and Know-how, any specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier or its agents, and any other confidential information concerning the Supplier’s business or its products which the Customer may obtain (including information about staff, their personal contact information, the Supplier’s businesses, methods of doing business, future plans, policies, suppliers and customers) (the “Confidential Material”). The Customer shall restrict disclosure of such Confidential Material to such of its employees, agents or sub-contractors as need to know the same for the purpose of using the Products and discharging the Customer’s obligations to the Supplier (together with any third parties approved in writing by the Supplier for this purpose, the “Authorised Representatives”), and shall ensure that such Authorised Representatives are subject to obligations of confidentiality corresponding to those which bind the Customer. The Customer shall not, without the Supplier’s prior written consent, (i) disclose Confidential Material to any third party (which for the avoidance of doubt includes any other member of the Customer’s corporate group) or (ii) use or exploit (or permit the use or exploitation of) the Confidential Material in any way except for the purpose of using the Products and discharging the Customer’s obligations to the Supplier. For the avoidance of doubt, information that is reasonably necessary to disclose to a Customer or other person in the usual course of the Supplier’s business so far as that information is disclosed in those circumstances shall not be considered Confidential Material, and nor shall any information in the public domain or in the Customer’s possession other than as a result of a breach by the Customer or any of its Authorised Representatives of any confidentiality obligations owed to the Supplier. The Customer shall at all times be liable for the failure of any Authorised Representative to comply with this condition 16.

16.2 The Customer acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions in this condition 16 or condition 19 (Intellectual Property Rights). Accordingly, without prejudice to any other rights or remedies it may have, the Supplier shall be entitled to the granting of equitable relief (including equitable relief) concerning ay threatened or actual breach of any of the provisions of such conditions.

16.3 If the Customer develops or uses a product or process which, in the reasonable opinion of the Supplier, might have involved the use of any of the Confidential Material referred to in condition 16.1, the Customer shall, at the request of the Supplier, supply to the Supplier information reasonably necessary to establish that the Confidential Material has not been used or disclosed.

16.4 All materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer shall at all times be and remain the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk, and shall not be disposed of or used other than in accordance with the Supplier’s written instructions or authorisation.

16.5 This condition 16 shall survive termination of the Contract, however arising.

17.0 Customer’s Property and Lien

17.1 Where the Supplier is in possession of any property belonging to the Customer (whether as consignee or otherwise) the Supplier shall not be liable in respect of any damage thereto howsoever caused or in respect of any injury to any person or damage to any property caused by the Customer’s property and it shall be the Customer’s responsibility to insure accordingly.

17.2 The Supplier shall have a general lien over the Customer’s property in its possession in respect of all monies owing to the Supplier (and shall be deemed to be owing whether or not due, invoiced or ascertained) at the date of exercise of such lien. The Supplier shall be entitled on giving fourteen (14) days’ notice to the Customer to sell the Customer’s property and to apply the proceeds of sale thereof to the satisfaction of monies owing or deemed to be owing, The Supplier shall account for any balance to the Customer but shall otherwise be discharged for any liability whatsoever in respect of the Customer’s property.

18.0 Software Licence

18.1 The Price includes the licence fee for the Customer’s right to use the Software to operate the Products.

18.2 Use of the Software shall be subject to the EULA provided with such Software or any separate ‘GIS Software Licence Agreement’ entered between the Customer and Supplier in respect of such Software, provided that where there is no EULA or ‘GIS Software Licence Agreement’ in force, the Customer shall be granted a non-exclusive, non-transferable licence to use the Software solely for the purpose of operating the Products on the following conditions:

i) the Customer shall not copy (except to the extent permissible under applicable law which is not capable of exclusion by agreement or for normal operation of the Equipment), reproduce, translate, adapt, vary or modify the Software, nor communicate it to any third party, without Supplier’s prior written consent;

ii) the Customer shall not use the Software in relation to any equipment other than the Product, and shall not remove, adapt or otherwise tamper with any copyright notice, legend or logo which appears in or on the Software on the medium on which it resides; and

iii) such licence shall be terminable by either party on 30 days’ written notice, provided that the Supplier terminates only if the continued use or possession of the Software by the Customer infringes a third party’s rights, or the Supplier is compelled to do so by law, or if the Customer has failed to comply with any term of the Contract.

18.3 If the Customer and the Supplier have entered into a separate ‘GIS Software Licence Agreement’ in respect of the Software, or there is an EULA, then the terms of such agreement shall prevail over any conflicting terms in the Contract.

18.4 This condition 18 shall survive termination of the Contract, however arising.

19.0 Intellectual Property Rights

19.1 The Customer acknowledges that all Intellectual Property Rights used by or subsisting in the Products are and shall remain the sole property of the Supplier or (as the case may be) third party rights, owner. The Customer acknowledges that all Intellectual Property Rights in or arising out of or in connection with the Services are and shall remain the sole property of the Supplier or (as the case may be) third party rights, owner. The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Products, Software or Services, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.

19.2 The Customer shall not disassemble, decompile, reverse-engineer or create derivative works based on any Product or Software or attempt to do any such thing.

19.3 The Supplier shall retain the property and copyright in all documents supplied to the Customer in connection with the Contract and it shall be a condition of such supply that such documents shall only be used by the Customer for their intended purpose under the Contract, and that the contents of such documents shall not be communicated either directly or indirectly to any other person, firm or company without the prior written consent of the Supplier.

19.4 The Supplier’s Intellectual Property Rights in and relating to the Products shall remain the exclusive property of the Supplier, and the Customer shall not at any time make any unauthorised use of such Intellectual Property Rights, nor authorise or permit any of its agents or contractors or any other person to do so.

19.5 In relation to the Software:

i) the Customer acknowledges that it is buying only the media on which the software is recorded (if any) and the accompanying user manuals;

ii) nothing contained in these terms and conditions shall be construed as an assignment of any Intellectual Property Rights in the Software or user manuals; and

iii) the Customer shall be subject to the rights and restrictions imposed by the owner of the Intellectual Property Rights in the Software and user manuals, and shall comply with all licence agreements, terms of use and registration requirements relating to them.

19.6 The Customer shall promptly notify the Supplier of:

i) any actual, threatened or suspected infringement of any Intellectual Property Rights which comes to the Customer’s notice; and

ii) any claim by any third party that comes to the Customer’s notice that the sale or advertisement of the Products infringes the rights of any person.

19.7 The Customer agrees (at the Supplier’s request and expense) to do all such things as may be reasonably required to assist the Supplier in taking or resisting any proceedings in relation to any infringement or claim referred to in condition 19.6.

19.8 If the Supplier manufactures any Bespoke Product, the Customer shall indemnify and keep indemnified the Supplier against all losses, damages, costs, claims, demands, liabilities and expenses (including consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for infringement of any third party Intellectual Property Rights which results from the Supplier’s use of the Customer’s Information in producing the Bespoke Product. The indemnity shall apply whether or not the Customer has been negligent or at fault and does not limit any further compensation rights of the Supplier.

19.9 If the Customer alters or applies any process to any Product or uses any Product for any purpose other than that for which it is supplied by the Supplier, the Customer shall indemnify and keep indemnified the Supplier against all losses, damages, costs, claims, demands, liabilities and expenses (including without limitation consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for infringement of any third party Intellectual Property Rights which results from the Customer’s alternation of or use of the Product. The indemnity shall apply whether or not the Customer has been negligent or at fault and does not limit any further compensation rights of the Supplier.

19.10 This condition 19 shall survive termination of the Contract, however arising.

20.0 Consent to use of Data and Data Protection

20.1 The Customer agrees that the Supplier may collect and use technical information gathered as part of Services provided to the Customer, if any, related to the Software. The Supplier may use this information solely to improve its products or to provide customised services or technologies to the Customer and will not disclose this information in a form that personally identifies the Customer.

20.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This condition 20 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

21.0 General

21.1 Any notice or other communication to be given to a party under or in connection with the Contract shall be in writing and in the English language and shall be delivered by hand or sent by commercial courier, fax or email to the address of the party at its registered office (if it is a company) or principal place of business (in any other case), or such other address (including fax and email addresses) as that party may have specified to the other party in writing in accordance with this condition 20.1.

21.2 A notice delivered by hand is deemed to have been received when left at the address referred to in condition 20.1. A notice delivered by commercial courier shall be deemed to have been received on the date and at the time that the courier’s delivery receipt is signed. A notice delivered by fax or email shall be deemed to have been received one Business Day after transmission.

21.3 No waiver by the Supplier of any breach of these conditions by the Customer shall be considered as a waiver of any subsequent breach of the same or other provision.

21.4 If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions and the remainder of the provision in question shall not be affected thereby.

21.5 The Contract is personal to the Customer who may not assign it without the Supplier’s written consent.

21.6 The Supplier may delegate its performance of the Contract and assign its rights hereunder.

21.7 The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

21.8 The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including disputes or claims) are governed by and construed in accordance with the laws of England.

21.9 Any dispute arising out of or in connection with the Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this condition. The number of arbitrators shall be one. The seat of arbitration shall be London. The language to be used in the arbitral proceedings shall be English.