1. Definitions

1.1 In these terms and conditions, unless the context otherwise requires:
"Company" means NiTech Solutions Limited (registered number SC255145) whose registered office is at 10 Cammo Place, Edinburgh, EH4 8EN;
"Contract" means the contract formed by the Proposal, the Order, and these terms and conditions;
"Customer" means the party placing the Order;
"Deliverables" means any deliverables to be provided as part of the Services;
"Fee" means the fee set out in the Proposal;
"Intellectual Property Rights" means all intellectual property rights including, without limitation, patents, registered designs, copyrights, database rights, design rights, trademarks, trade names, domain names and know-how, applications for any of the foregoing, and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist in any part of the world from time to time;
"Order" means the purchase order placed which accepts the Proposal;
"Proposal" means the Proposal issued by the Company which is subject to these terms and conditions;
"Site" means the address where the Services will be carried out as set out in the Proposal; and
"Services" means the services as described in the Proposal.

2. General

• 2.1 The Company will provide, at the Site, the Services and Deliverables, and the Customer has agreed to accept the same, on the terms of the Contract.
• 2.2 The Customer will provide the Company with such information, materials and facilities to enable the Company to provide the Services and Deliverables, as are set out in the Proposal or as are reasonable in the circumstances.
• 2.3 No terms or conditions contained in or delivered with the Order or any other document will form part of the Contract unless expressly agreed by the Company in writing.

3. Fee and Payment

• 3.1 The Company will be entitled to invoice the Customer for the Fee and any applicable value added tax or other sales tax as set out in the Proposal.
• 3.2 Any invoice must be paid by the Customer within thirty days of its date.
• 3.3 The Company reserves the right to charge the Customer interest in respect of late payment of any sum due under the Contract (before and after any judgement) at the rate of 4% per annum above the base rate from time to time of the Bank of England from the due date thereof until payment.

5. Warranty

• 5.1 The Company warrants to the Customer that the Services shall be performed and the Deliverables produced with reasonable skill and care.
• 5.2 Subject to clause 5.1, all conditions warranties terms and undertakings express or implied statutory or otherwise in respect of the provision of the Services or Deliverables are hereby expressly excluded.
• 5.3 The Customer shall indemnify the Company against all claims, expense and losses arising from any infringement of any third party's Intellectual Property Rights by the use of any materials supplied to the Company by the Customer.

6. Limitation of liability

• 6.1 The following provisions set out the Company?s entire liability (including any liability for the acts and omissions of its employees agents and sub contractors) to the Customer in respect of any breach of its contractual obligations or any negligent act or omission.
• 6.2 The Company?s liability to the Customer for death or injury resulting from its own or that of its employee's agent's or subcontractor's, negligence, or from fraudulent misrepresentations, shall not be limited.
• 6.3 Subject to clause 6.2 above, and where permitted by law, the Company?s entire liability in respect of any breach or negligent act or omission shall be limited to the Fee.
• 6.4 Subject to clause 6.2 above, and where permitted by law, the Company shall not be liable to the Customer for loss of profits, goodwill, anticipated savings or any type of special, indirect or consequential loss even if such loss was reasonably foreseeable or the Company had been advised of the possibility of the Customer incurring the same.
• 6.5 If a number of breaches or negligent acts or omissions give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under the Contract.

7. Confidentiality

• 7.1 Each of the Company and the Customer undertakes to the other both during and after the termination of the Contract to:
• 7.1.1 keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into or performance of the Contract (the ?Information?);
• 7.1.2 not without the other?s written consent disclose the Information in whole or in part to any other person save those of its employees or contractors involved in the implementation of the works carried out under the Contract from time to time and who have a need to know the same; and
• 7.1.3 to use the Information solely in connection with the implementation of the Contract and not for its own benefit or the benefit of any third party.
• 7.2 The provisions of clause 7.1 above shall not apply to the whole or any part of the Information to the extent that it is:
• 7.2.1 already in the other party's possession other than as a result of a breach of this clause;
• 7.2.2 in or comes in the public domain;
• 7.2.3 is independently developed by the other party; or
• 7.2.4 is required to be disclosed by law.
• 7.3 The Company will be entitled to publicise the entering into of the Contract, whether by issue of a press release or otherwise.

8. Termination

• 8.1 The Company may terminate the Contract forthwith by notice in writing to the Customer if the Customer:
• 8.1.1 is in material breach of any of its obligations under the Contract;
• 8.1.2 is unable to pay its debts or enters into liquidation (other than for the purpose of effecting a reconstruction or amalgamation) whether compulsorily or voluntarily or compounds with or convenes a meeting of its creditors or has a receiver appointed of all or any part of its assets or takes or suffers any similar action in consequence of a debt, or ceases for any reason to carry on business; or
• 8.1.3 fails to pay any invoice by the due date, without prejudice to the Company's right to receive interest for non-payment.

9. Assignation

Save as expressly permitted by the Contract, the Customer shall not, without obtaining the prior written consent of the Company, assign or transfer or sub-contract or charge or deal in any other manner with either the benefit or the burden of the Contract or any of its rights or obligations hereunder or purport to do any of the same. Any such purported assignation, assignment, transfer, sub-contracting, charging or dealing shall be null and void and without any force or effect.

10. Independent Contractors

Nothing in the Contract is intended to or shall operate to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other, and no party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

11. Amendments

No amendment to or variation of the Contract shall be effective unless it is in writing and signed by or on behalf of the parties.

12. Severance

If any provision of the Contract is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other provision of the Contract or the legality, validity or enforceability in any other jurisdiction of that or any other provision of the Contract.

13. Entire Agreement

The Contract constitutes the entire agreement and understanding of the parties and supersedes any previous agreements or negotiations between the parties relating to the subject matter hereof.

14. No Reliance on Additional Warranties

Each of the parties acknowledges and agrees that in entering into the Contract it does not rely upon and shall have no remedy in respect of any statement, representation, warranty or undertaking (whether negligently or innocently made) of any person (whether a party to the Contract or not) other than as expressly set out in the Contract. Nothing excludes any liability for fraudulent misrepresentations made by either party.

15. Rights of Third Parties

A person who is not party to the Contract shall have no right to enforce any term of the Contract.

16. Force Majeure

Neither party shall be liable for any delay or failure to perform any of its obligations under the Contract if such delay or failure is due to any cause or circumstance beyond its reasonable control.

17. Governing Law and Jurisdiction

The Contract shall be governed and construed in accordance with the Law of Scotland.

Each party hereby irrevocably submits to the exclusive jurisdiction of the Scottish courts as regards any claim, dispute or matter arising out of or relating to the Contract and its implementation and effect.