1.    Price – Unless otherwise stated in the Proposal document VAT, if applicable, has not been charged.  VAT, where chargeable, would be charged at the current rate applying.

2.    Travel and Subsistence Costs – Travel and subsistence costs incurred on project business will be charged extra on all project work, unless otherwise stated in any Proposal document.

3.    Time and Method of Payment – Unless otherwise stated in the Proposal document payment shall be made within 14 days of the date appearing on the invoice.  If the payment of any sum due under a contract shall be delayed by the Client, the Company shall be entitled to charge interest at a rate of 1.75% per month on the amount of the delayed payment for the period of the delay.

4.    Confidentiality – All information communicated by the Client in connection with the Work shall be treated by the Company as strictly confidential and such information shall not be made known to any person other than a person who is necessarily associated with the Work.  The Company will not use information received for any other purpose other than in the performance of the Work for the Client.

5.    Publication – Neither the Company nor the Client shall use the name of the other in any publicity material, nor publish anything relating to the Work, without the prior written permission of the other (such permission not to be unreasonably withheld).

6.    Disclaimer of Liability
6.1    The Company will exercise all reasonable care and skill to ensure the accuracy of the advice, information and drawings provided by the Company in connection with the work.
6.2    The Client acknowledges that testing and investigative work involves research into new areas of which knowledge and understanding may be limited.  The Company does not warrant that tests and investigations will produce results that are satisfactory to or expected by the Client.
6.3    The warranty contained in this Clause is in lieu of all the other conditions or warranties, express or implied, including, but not limited to, the implied terms as to fitness for purpose or merchantable quality of any article produced as a result of this contract other than those which may not lawfully be excluded.  The limitations contained in this clause extend to any agent or agents of the Company and is made for and on behalf of such agent or agents.
6.4    In respect of the Work the Company warrants that there are no infringements of third party rights whatsoever known by the Company to be existing or pending at the date of this contract and hereby warrants to take all reasonable care to ensure that no infringement takes place.

7.    Delivery
7.1    Should the Work be terminated at the request of the Client the Company shall then and in that event be entitled to payment for work already carried out and materials specifically purchased in connection with this contract.
7.2    Should the Work be suspended at the request of, or delayed through any default of, the Client for a period of 30 days or more the Company shall then and in that event be entitled to payment for work already carried out and materials specifically purchased in connection with this contract.
7.3    If the Company is prevented or hindered from supplying the goods or any part thereof or completing the Work by any circumstance beyond its control, including (without limiting the foregoing) the securing of labour, materials or supplies, Act of God, War, Strike, Lockout or other labour dispute, Fire, Flood, Drought, Legislation or other cause the contract shall be subject to cancellation or variation but the Company shall not have any liability to the Client for any direct or consequential loss or damage suffered by the Client as a result.

8.    Reservation of Title – The goods or reports comprised in this contract shall remain the property of the Company until the purchase price shall have been paid or satisfied in full by the Client.  As such the Client is not entitled to use, or take advantage of, goods or reports supplied in good faith by the Company until full payment has been made to the Company.

9.    Client’s property
9.1    Except where loss or damage arises from the negligence of the Company, its servants or agents, property supplied to the Company by or on behalf of the Client will be held and worked upon by the Company at the Client’s risk.  Such property may be retained by the Company unless its return is requested by the Client.  The Client shall provide such information about hazards likely to arise from the Work as may not reasonably be expected to be within the knowledge of the Company.
9.2    The Client undertakes to take steps sufficient to ensure so far as is reasonably practicable that any article or process designed, constructed or modified in reliance on the work is so designed, constructed or modified as to be safe and without risks to health when properly used and in particular, but without prejudice, to the generality of the foregoing that such article or process complies with regulations enacted under the Health and Safety at Work Act 1974 etc.

10    Indemnity
10.1    Neither the Company nor its agents shall be liable for any loss or damage that may arise, including any indirect, special or consequential loss or damage, in connection with or arising from this contract except such loss as shall result directly from the negligence of the Company or its agents.
10.2    The Client shall indemnify and keep indemnified the Company and its agents against injury (including death) to any persons or loss of or damage to any property (including the work) including any indirect, special or consequential loss, which may arise out of the act, default or negligence of the Client, its employees or agents in consequence of this contract and against all claims, demands, proceedings, damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto.

11    Copyright – Copyright in all original drawings, designs, proposals, reports and other written matter whether made pursuant to the Work or otherwise remains vested in the Company but the Company shall grant to the Client free of charge for the applications or field of use specified in or covered by the Work, use of such drawings, designs, proposals, reports or other written matter when the Client has fully paid the Company for its’ Work.

12.    Intellectual Property Rights – It is agreed that all intellectual property rights in any invention, method, process, technique or know-how developed or created as part of the Work shall vest in the Company.  This clause shall remain in force notwithstanding termination of this contract.

13.    Termination – Either party shall be entitled forthwith to terminate this contract by written notice to the other if:-
13.1    That other party commits any continuing or material breach of any of the provisions of this contract and in the case of such a breach which is capable of remedy fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.
13.2    An encumbrancer takes possession or a receiver is appointed over any of the property or assets of that other party.
13.3    That other party makes any voluntary arrangement with its creditors or becomes subject to an administration order, or
13.4    That other party goes into liquidation expect for the purposes of an amalgamation, reconstruction or other reorganisation and in such a manner that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on that other party under this contract.

14.     Law – This contract shall be governed by and construed in accordance with the Laws of England.

15.    Entire Agreement – This contract shall constitute the entire agreement between the Company and the Client.