Letter of Agreement
This agreement is between you, hereafter referred to as CLIENT, and GRAVIT8 SOFTWARE LTD, hereafter referred to as CONTRACTOR.
Project Payment Terms
applicable for those who hold accounts with us
50% non refundable payment upon receipt of Client Purchase Order (or email confirmation if no Purchase Order). A further 25% payment is due on the mid date between the Client Purchase Order date (or email confirmation date) and the Show Start Date. The remaining 25% payment is due 7 days after the Show Start Date.
If you do not have an account we require full payment upfront.
Description of Work
CONTRACTOR will create the software described in the description on the quote and/or signed off UI’s. For the software to go into production we must have a digital signature from the CLIENT, this signs off and fixes the scope of work. Revisions or alterations to the scope of work or schedule after quote sign off may obligate the CLIENT to pay additional fees. These may include time being charged for changes made after initial CLIENT approvals. Extensive alterations, such as a change in functionality or project goals, shall be considered new work, and will require that this agreement be amended with a change order to reflect the revised scope of work.
Ownership and Usage Rights
Upon receipt of full payment, the CLIENT is hereby granted exclusive usage of the final product prepared for the CLIENT by the CONTRACTOR, for the duration of the licence period. The CONTRACTOR retains ownership and intellectual property rights to the entire finished product, and every element therein or used to create the finished product. The CONTRACTOR reserves the right to reproduce any and all designs created in print and electronic media for the Contractor’s promotional purposes.
Errors / Proof Reading / Sign Off
The CLIENT has full responsibility to proofread and review all work produced during the project, prior to sign off. As a result, the client is fully responsible for any errors in spelling, typography, illustrative layout, photography, asset placement, asset validity, asset version, or other errors discovered after delivery/ installation/ printing/ reproduction or for any work performed by third- parties selected by the CLIENT or the CONTRACTOR.
Cancellation
In the event CLIENT cancels this agreement prior to completion, within five (5) business days of such cancellation, CLIENT shall pay CONTRACTOR for:
The 50% non refundable payment, plus;
(a) If the cancellation is more than 14 days of the Show Start Date then 75% of the fee shall be paid,
(b) If within 14 days of the Show Start Date, then 100% of the Fee shall be paid, and
(c) All outside expenses and commitments that have been incurred and cannot be cancelled.
Agreement Execution
To get started, simply review and accept this proposal by completing the digital signature email sent to you by your Project Manager.
Terms and Conditions
GRAVIT8 SOFTWARE LTD – Content Licence and Hosting Terms and Conditions
1. DEFINITIONS AND INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Agreement: the Quote and these Content Licence and Hosting Terms and Conditions.
Client: as defined in the Quote.
Client Data: the data inputted into any information fields of the Content by the Client, the Client’s authorised users, or by GRAVIT8 SOFTWARE LTD on the Client’s behalf.
Client Specification: the written specification of the Content (if any) agreed between the parties as set out in the Quote.
Confidential information: means any and all information relating to the trade secrets, operations, plans, intentions, product information, know-how, working methods, software, transactions, affairs and/or business of the parties and/or their customers and suppliers.
Content: all text, information, data, software, executable code, specifications, manuals, images, audio or video material in whatever medium or form provided by GRAVIT8 SOFTWARE LTD to the Client.
GRAVIT8 SOFTWARE LTD incorporated and registered in England with company number 13337088 whose registered office is at Spectrum 800, Ashchurch Business Park, Alexandra Way, Tewkesbury, Gloucestershire. GL20 8TD.
Fees: the fees for the provision and licence of the Content and the Services as set out in the Quote.
Intellectual Property Rights: all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, marks, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
Marks: any and all trademarks, trade names, service marks, trade dress, logos, URLs or identifying slogans of a party to this agreement, whether or not registered.
Services: the works, duties and obligations to be carried out by GRAVIT8 SOFTWARE LTD under this Agreement including the services described in the Quote.
Term: the duration of this agreement (and the licence to the Content contained in this Agreement) as set out in the Quote or such extended period as the parties may otherwise agree in writing. Third Party IP: any third party owned elements of the Content.
1.2 Clause and schedule headings do not affect the interpretation of this agreement. References to clauses and schedules are (unless otherwise provided) references to the clauses of this agreement. Words in the singular include the plural and those in the plural include the singular. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 References to including and include(s) mean respectively including without limitation and Include(s) without limitation. A person includes a corporate or unincorporated body. Writing or written includes faxes and email.
2. SERVICES PROVIDED AND GRANT OF LICENCE
2.1 shall develop and supply to the Client the Content in accordance with the Client Specification.
2.2 In consideration of the payment by the Client of the Fees:
(a) GRAVIT8 SOFTWARE LTD shall carry out the Services in accordance with the terms of this Agreement; and
(b) GRAVIT8 SOFTWARE LTD grants to the Client a non-exclusive licence for the Term to
(i) use the Content for its normal business purposes (which shall not include allowing the use of the Content by, or for the benefit of, any person other than an employee of the Client), and
(ii) grant to its client or customer a sub-licence to use the Content for its normal business purposes provided that such client or customer enters into a sub-licence with the Client on substantially the same terms as set out in this agreement which has been approved, prior to its commencement, by GRAVIT8 SOFTWARE LTD.
2.3 In relation to scope of use:
(a) for the purposes of clause 2.2 (b), use of the Content shall be restricted to use of the Content in object code form.
(b) the Client may not use the Content other than as specified in clause 2.2 (b) without the prior written consent of GRAVIT8 SOFTWARE LTD, and the Client acknowledges that additional fees may be payable on any change of use approved by GRAVIT8 SOFTWARE LTD including where the licence is extended for use by other companies or divisions in the Client’s group of companies or for a wider set of purposes than those envisaged when this Agreement was entered into.
(c) the Customer may make backup copies of the Content for its lawful use. The Client shall record the number and location of all copies of the Content and take steps to prevent unauthorised copying.
(d) except as expressly stated in this clause 2, the Client has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Content in whole or in part except to the extent that any reduction of the Content to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Content with the operation of other software or systems used by the Client, unless GRAVIT8 SOFTWARE LTD is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Client shall request GRAVIT8 SOFTWARE LTD to carry out such action or to provide such information (and shall meet GRAVIT8 SOFTWARE LTD’s reasonable costs in providing that information) before undertaking any such reduction.
2.4 The Client shall be deemed to have accepted the Content if the Client:
(a) Fails to notify GRAVIT8 SOFTWARE LTD in writing of any issues or defects in the Content within [24] hours of delivery by GRAVIT8 SOFTWARE LTD of the final operational version of the Content; or
(b) commences operational use of the Content.
2.5 The Client shall not:
(a) sub-license, assign or novate the benefit or burden of this licence in whole or in part;
(b) allow the Content to become the subject of any charge, lien or encumbrance; and
(c) deal in any other manner with any or all of its rights and obligations under this agreement;
(d) use the Content to provide services to third parties, without the prior written consent of GRAVIT8 SOFTWARE LTD.
2.6 GRAVIT8 SOFTWARE LTD may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Client.
2.7 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
2.8 The Client shall:
(a) keep a complete and accurate record of the Client’s copying and disclosure of the Content and its users, and produce such record to GRAVIT8 SOFTWARE LTD on request from time to time;
(b) notify GRAVIT8 SOFTWARE LTD as soon as it becomes aware of any unauthorized use of the Content by any person;
(c) pay, for broadening the scope of the licences granted under this licence to cover the unauthorized use, an amount equal to the fees which GRAVIT8 SOFTWARE LTD would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced.
2.9 GRAVIT8 SOFTWARE LTD shall use reasonable endeavours to meet the delivery dates set out in the milestones, but any such dates shall be estimates only, and time shall not be of the essence in this Agreement.
3. GRAVIT8 SOFTWARE LTD OBLIGATIONS
3.1 GRAVIT8 SOFTWARE LTD undertakes that the Content will perform substantially in accordance with the Client Specification.
3.2 The undertaking at clause 3.1 shall not apply to the extent of any non-conformance which is caused by use of the Content contrary to GRAVIT8 SOFTWARE LTD’s instructions or modification or alteration of the Content by any party other than GRAVIT8 SOFTWARE LTD or GRAVIT8 SOFTWARE LTD’s duly authorised contractors or agents. If the Content does not conform with the foregoing warranty, GRAVIT8 SOFTWARE LTD will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in clause 3.1. Notwithstanding the foregoing, GRAVIT8 SOFTWARE LTD does not warrant that the Client’s use of the Content will be uninterrupted or error-free.
3.3 This agreement shall not prevent GRAVIT8 SOFTWARE LTD from entering into similar agreements with third parties, or from independently developing, using, selling or licensing materials, products or services which are similar to those provided under this agreement.
4. CLIENT’S OBLIGATIONS
4.1 The Client shall:
(a) provide GRAVIT8 SOFTWARE LTD with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by GRAVIT8 SOFTWARE LTD;
in order to render the Services, including but not limited to Client Data, security access information and software interfaces to the Client’s other business applications;
(b) provide such personnel assistance as may be reasonably requested by GRAVIT8 SOFTWARE LTD from time to time;
(c) comply with all applicable laws and regulations with respect to its activities under this agreement; and
(d) carry out all other Client responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties including in the Quote, GRAVIT8 SOFTWARE LTD may adjust any timetable or delivery schedule set out in this agreement as reasonably necessary and/or charge such additional proven and unmitigable costs which directly relate to the Client’s breach of this sub-clause.
5. CLIENT DATA
5.1 The Client shall own all rights, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.
5.2 In the event of any loss or damage to Client Data, the Client’s sole and exclusive remedy shall be for GRAVIT8 SOFTWARE LTD to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by GRAVIT8 SOFTWARE LTD. GRAVIT8 SOFTWARE LTD shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party.
5.3 If GRAVIT8 SOFTWARE LTD processes any personal data on the Client’s behalf when performing its obligations under this agreement, the parties record their intention that the Client shall be the data controller and GRAVIT8 SOFTWARE LTD shall be a data processor and in any such case:
(a) the Client shall ensure that the Client is entitled to transfer the relevant personal data to GRAVIT8 SOFTWARE LTD so that GRAVIT8 SOFTWARE LTD may lawfully process the personal data in accordance with this agreement on the Client’s behalf;
(b) GRAVIT8 SOFTWARE LTD shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Client from time to time; and
(c) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
6. MARKS
6.1 Each party acknowledges and agrees for all purposes that all Marks associated with the other party or the other party’s services, products, literature, promotional materials or otherwise, whether or not registered, constitute the other party’s exclusive property.
6.2 Each party (Proprietor) grants to the other party (Licensee) a non-exclusive, non- transferable, non-assignable, royalty-free licence to use all necessary Marks of the Proprietor. The Licensee shall use such Marks solely for purposes of performing its obligations under this agreement. [The Client shall also procure that its client or customer shall grant to GRAVIT8 SOFTWARE LTD a licence of all Marks owned by the same as may be necessary in connection with the development and supply of the Content.]
6.3 The Licensee shall not use, register, or attempt to register in any jurisdiction, or otherwise appropriate or adopt, any name, mark or logo that is confusingly similar to the Proprietor’s Marks. At no time during the Term or thereafter shall the Licensee attack, challenge or file any application with respect to any Proprietor Mark.
7. FEES AND PAYMENT
7.1 In consideration of GRAVIT8 SOFTWARE LTD supplying and licensing the Content, the Client shall pay to GRAVIT8 SOFTWARE LTD the Fees which shall be payable by the Client in accordance with the Project Payment Terms set out earlier in this document.
7.2 All sums payable under this agreement are exclusive of VAT, for which the Client shall be responsible.
7.3 If the Client fails to pay any amount payable by it under this agreement, GRAVIT8 SOFTWARE LTD may charge the Client interest on the overdue amount (payable by the Client immediately on demand) from the due date up to the date of actual payment, after as well as before judgment, at the rate of 3% per annum above the base rate for the time being of HSBC Bank plc. Such interest shall accrue on a daily basis and be compounded quarterly. GRAVIT8 SOFTWARE LTD may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debts Regulations 2002.
8. WARRANTIES
8.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.
8.2 GRAVIT8 SOFTWARE LTD warrants to the Client that as far as GRAVIT8 SOFTWARE LTD is aware, the Client’s use of the Content in accordance with this Agreement shall not infringe in the UK any third party’s Intellectual Property Rights.
8.3 This agreement sets out the full extent of the GRAVIT8 SOFTWARE LTD’s obligations and liabilities in respect of the supply of the Content. All conditions, warranties or other terms concerning the supply, purported supply or non-supply of the Content which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
9. LIMITATION OF REMEDIES AND LIABILITY
9.1 Nothing in these conditions excludes the liability of GRAVIT8 SOFTWARE LTD:
(a) for death or personal injury caused by GRAVIT8 SOFTWARE LTD’s negligence; or
(b) for fraud or fraudulent misrepresentation.
9.2 Subject to condition 9.1, GRAVIT8 SOFTWARE LTD shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
(a) loss of profits; or
(b) loss of business; or
(c) depletion of goodwill or similar losses; or (d) loss of goods; or
(e) loss of contract or opportunity; or
(f) loss or corruption of data or information; or (g) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
9.3 GRAVIT8 SOFTWARE LTD’s total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with this Agreement shall be limited to the Fees set out in the Quote.
9.4 GRAVIT8 SOFTWARE LTD shall have no liability or responsibility for any delayed performance due to the unavailability of the internet service.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Title to and ownership of all Intellectual Property Rights embodied by or otherwise incorporated into the Content shall remain with GRAVIT8 SOFTWARE LTD or its licensors. Except as expressly provided in this agreement, nothing shall be construed to grant to the Client any right, title or interest in or to the Content.
10.2 The Client retains all Intellectual Property Rights in its Marks. The Client shall indemnify GRAVIT8 SOFTWARE LTD against all costs, claims, damages, losses and expenses arising as a result of any claim or action that the Client’s Marks infringe any UK Intellectual Property Rights belonging to a third party.
11. TERM AND TERMINATION
11.1 This agreement and the licence granted hereunder shall commence on “Contract Effective Date” set out in the Quote and shall (subject to earlier termination pursuant to this clause 11) continue until the expiry of the Term.
11.2 Either party may terminate this agreement immediately at any time by written notice to the other party if:
(a) that other party commits any material of this agreement which (if remediable) is not remedied within 14 days after the service of written notice specifying the breach and requiring it to be remedied;
(b) that other party:
(i) ceases to trade (either in whole, or as to any part or division involved in the performance of this agreement); or
(ii)becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or
(iii) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; or
(iv) the ability of that party’s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party’s creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
(v) any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purpose of solvent amalgamation or reconstruction).
11.3 On expiry or termination of this agreement (i) all provisions of this agreement shall cease to have effect (including the licence to the Content), except that any provision which can reasonably inferred as continuing, or is expressly stated to continue, shall continue in full force and effect, and (ii) the Client shall promptly return to GRAVIT8 SOFTWARE LTD, or certify in writing the destruction of, the Content.
12. FORCE MAJEURE
12.1 The definition in this clause applies in this agreement.
Force Majeure Event: any event arising that is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war or interruption or failure of utility service, including but not limited to electric power, gas or water or interruption or failure of telecommunications services or internet).
12.2 GRAVIT8 SOFTWARE LTD shall not in any circumstances have any liability to the Client under this Agreement if it is prevented from, or delayed in, performing its obligations under this Agreement or from carrying on its business by a Force Majeure Event.
12.3 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay to perform its obligations under this agreement shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay shall continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.
13. CONFIDENTIALITY/NO PUBLICITY
13.1 Each party agrees it will not disclose to any third party or use any Confidential Information disclosed to it by the other party except as expressly permitted in this agreement and it shall take such measures to protect the other party’s Confidential Information as it would use to protect its own.
13.2 Notwithstanding clause 13.1, each party may disclose Confidential Information (a) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law or (b) on a “ need-to-know” basis under an obligation of confidentiality to its advisors and/or employees for the proper performance of its obligations under this agreement.
13.3 No party shall issue any press release or other announcement concerning this agreement or the relationship between the parties hereto without the prior written consent (not to be unreasonably withheld or delayed) of the other party.
14. NOTICES
14.1 Any notice required or permitted to be given under this Agreement must be in writing in the English language and delivered by hand or by recognised courier (such as UPS, DHL or FedEx) or by registered mail or by fax provided a delivery receipt is obtained by the sender.
14.2 Notices to GRAVIT8 SOFTWARE LTD shall be sent to Managing Director Alastair Reece, Gravit8 Software Ltd, Spectrum 800, Ashchurch Business Park, Alexandra Way, Tewkesbury, Gloucestershire, GL20 8TD. Facsimile: +44 (0) 845 120 5552
E Mail: alastair@gravit8.co
14.3 Notices to the Client shall be sent in accordance with the details set out above or as otherwise notified to GRAVIT8 SOFTWARE LTD.
14.4 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).