LimeTechs Terms of Business

1. DEFINITIONS The following expressions shall have the following meanings:
1.1 - “Consultant” means LimeTechs;
1.2 - “Client” means any person who purchases Services from the Consultant;
1.3 - “Proposal” means a quotation or other similar document describing the Services;
1.4 - “Services” means the consultancy services as described in the Proposal;
1.5 - “Terms and Conditions” means the terms and conditions of supply of Services as set out in this document and any subsequent terms and conditions agreed in writing by the Consultant;
1.6 - “Agreement” means the contract between the Consultant and the Client for the provision of the Services incorporating these Terms and Conditions;
1.7 - “Intellectual Property Rights” means any patent, trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know- how, confidential information or process, any application for any of the above, and any other Intellectual Property Right recognised in any part of the world whether or not presently existing or applied for;
1.8 - “Mediator” is the party nominated to resolve a dispute between the Consultant and the Client. 

2. GENERAL 2.1 - These Terms and Conditions shall apply to the Agreement for the supply of Services by LimeTechs to the Client and shall supersede any documentation/communication between parties.
2.2 - Any variation to these Terms and Conditions must be agreed in writing by LimeTechs.
2.3 - Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which LimeTechs may be entitled in relation to the Services, by virtue of any statute, law or regulation. 

3. PROPOSAL 3.1 - The Proposal for Services is attached to these Terms and Conditions.
3.2 - The Proposal for Services shall remain valid for a period of 14 days.
3.3 - The Proposal must be accepted by the Client in its entirety.
3.4 - The Agreement between LimeTechs and the Client, incorporating these Terms and Conditions, shall only come into force when LimeTechs confirms acceptance in writing to the Client. 

4.1 - The Services are as described in the Proposal.
4.2 - Any variation to the Services must be agreed by LimeTechs in writing.
4.3 - The Services shall commence from the time of which the Client accepts this agreement and continue until the agreement is terminated/service comes to an end unless terminated according to the terms of this Agreement. OR
4.3 - The Services shall commence from the time of which the Client accepts this agreement and continue until terminated by either party giving not less than 28 days’ notice in writing or unless terminated according to the terms of this Agreement.
4.4 - The Services shall be carried out at the place of work of LimeTechs or the Client or any other location that LimeTechs deems appropriate.
4.5 - LimeTechs shall provide technical support, if required, by phone 8 hours a day – 5 days a week. 
4.6 - Dates given for the delivery of Services are estimates only and not guaranteed.
Time for delivery shall not be of the essence of the Agreement and LimeTechs shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery.  

5.1 - The price for Services is as specified in the Proposal and is inclusive of VAT and any other charges as outlined in the Proposal.
5.2 - The terms for payment are as specified in the Proposal.
5.3 - All direct costs and expenses incurred by LimeTechs in connection with the provision of the Services will be re-charged at cost or according to standard charges as described in the Proposal.
5.4 - The Client must settle all payments for Services within 7 days from the invoice date.
5.5 - The Client will pay interest on all late payments at a rate of 20% per month.
5.6 - LimeTechs is also entitled to recover all reasonable expenses incurred in obtaining payment from the Client where any payment due to LimeTechs is late.
5.7 - The Client is not entitled to withhold any monies due to LimeTechs.
5.8 - LimeTechs is entitled to vary the price to take account of:
5.8.1 - Any additional Services requested by the Client which were not included in the original Proposal;
5.8.2 - Any additional work required to complete the Services which was not anticipated at the time of the Proposal;
5.8.3 - Any reasonable increase in hourly rate, if applicable; and any variation must be intimated to the Client verbally or in writing by LimeTechs.
5.9 - LimeTechs shall be responsible for the payment of National Insurance contributions as a self-employed person and for the payment of any Income Tax, VAT or other liabilities arising out of remuneration for providing the Services. 

6.1 - The Client agrees to cooperate with LimeTechs and shall provide any support, information and facilities to LimeTechs as may be required.
6.2 - The Client is responsible for obtaining all necessary permits or approvals to enable LimeTechs to provide the Services.
6.3 - The Client agrees to refrain from directly or indirectly recruiting any person employed or engaged by LimeTechs for the purpose of providing the Services for a period of 12 months following completion of the Services. 

7.1 - LimeTechs shall supply the Services as specified in the Proposal.
7.2 - LimeTechs shall perform the Services with reasonable skill and care and to a reasonable standard and in accordance with recognised codes of practice.
7.3 - LimeTechs shall install and test new systems where necessary in terms of the Services but responsibility for any such equipment shall remain with the original supplier.
7.3 - LimeTechs shall have the authority to delegate any obligations to other employees or Subcontractors but undertakes to notify the Client of any significant changes to personnel. 

8. CONFIDENTIALITY 8.1 – LimeTechs shall keep secret and confidential all information relating to the business or affairs of the Client, the Clients subsidiaries and the Clients customers.
8.2 - LimeTechs shall ensure that any other parties to whom work has been delegated will sign an appropriate secrecy undertaking. 

9.1 - LimeTechs shall take all reasonable steps to ensure that they, or others to whom work has been delegated, refrain from causing damage to the Intellectual Property Rights belonging to the Client.
9.2 -The Client shall not distribute any Intellectual Property Rights belonging to LimeTechs to any third party without the written consent of LimeTechs.
9.3 - Any Intellectual Property Rights created as a result of the Services shall belong to LimeTechs unless provisions, such as the granting of a royalty-free, world-wide, nonexclusive licence, have been made to the contrary in the Proposal.
9.4 - The Client warrants that any material belonging to the Client and its use by LimeTechs for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and the Client shall indemnify LimeTechs against any loss, damages, costs, expenses or other claims arising from any such infringement.

10.1 - Risk in any property or materials used to provide the Services shall pass from LimeTechs to the Client when the property or equipment leave the premises of LimeTechs or on delivery if LimeTechs is transporting the items.
10.2 - Adequate insurance should be held by both parties to protect any property or materials that are within their care.
10.3 - LimeTechs must store any property or materials belonging to the Client separately from any other property or materials belonging to LimeTechs or a third party. 

11.1 - The Agreement shall continue until the Services have been provided in terms of the Proposal or any subsequent date as mutually agreed in writing by both parties or until terminated by either party in accordance with these Terms and Conditions.
11.2 - The Client may terminate the Agreement if LimeTechs fails to comply with any aspect of these Terms and Conditions and this failure continues for a period of 6 weeks after notification of non-compliance is given.
11.3 - LimeTechs may terminate the Agreement if the Client has failed to make over any payment due within 7 days of the sum being requested.
11.4 - Either party may terminate the Agreement by notice in writing to the other if:
11.4.1 - The other party commits a material breach of these Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
11.4.2 - The other party commits a material breach of these Terms and Conditions which cannot be remedied under any circumstances; or
11.4.3 - The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
11.4.4 - The other party ceases to carry on its business or substantially the whole of its business; or 11.4.5 - The other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
11.5 - In the event of termination the Client must make over to LimeTechs any payment for work done and expenses incurred up to the date of termination.
11.6 - Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination. 

12.1 - Any dispute arising under this Agreement will be referred to and decided by the Mediator. 12.2 - A party wishing to refer a dispute to the Mediator shall advise the other party of this intention in writing at any time during the term of this Agreement. The dispute must then be referred to the Mediator within 7 days of this intention being intimated.
12.3 - The Mediator shall act impartially and be free to take the initiative in ascertaining the facts and the law. The Mediator must reach a decision within twenty 28 days of referral or such longer period as the parties may agree.
12.4 - During the period of mediation both parties must continue with their obligations as stated in this Agreement.
12.5 - The decision of the Mediator is binding on both parties unless and until revised by legal proceedings or agreement by both parties. 

13. WARRANTY Both parties warrant their authority to enter into this Agreement and have obtained all necessary approvals to do so. 

14.1 - LimeTechs shall not be liable under any circumstances to the Client or any third party for any indirect or consequential loss of profit, consequential or other economic loss suffered by the Client howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.
14.2 - Nothing in these Terms and Conditions shall exclude or limit the liability of LimeTechs for death or personal injury, however LimeTechs shall not be liable for any direct loss or damage suffered by the Client howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the sum insured under the professional indemnity insurance policy held by LimeTechs in the insurance year in which the Clients claim is first notified.  

15 INDEMNITY The Client shall indemnify LimeTechs against all claims, costs and expenses which LimeTechs may incur and which arise directly or indirectly from the Clients breach of any of its obligations under these Terms and Conditions. 

16. FORCE MAJEURE Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations. 

17. ASSIGNMENT The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of LimeTechs. 

18. RELATIONSHIP OF PARTIES Nothing in the Agreement shall be construed as establishing or implying a partnership or joint venture between the parties or suggest that either of the parties are agent for the other. 

19. THIRD PARTY RIGHTS Nothing in these Terms and Conditions intend to or confer any rights on a third party. 

20. SEVERANCE If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated. 

21. WAIVER The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions. 

22. NOTICES Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Proposal or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post. 

23. ENTIRE AGREEMENT These Terms and Conditions supersede any previous agreements, arrangements, documents or other undertakings either written or oral.        

24. GOVERNING LAW These Terms and Conditions shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.