Agreement: the Agreement between You and Integrious for the supply of the Services in accordance with our Terms and Conditions and the Quotation; Document: includes, in addition to any document in writing or in electronic form, any drawing, map, plan, diagram, design, picture, software programmes or other image, tape, disk or other device or record embodying information in any form; In-put Material: all Documents, information and materials provided by You relating to the Services, including computer programmes, data, reports and specifications; Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered, and all similar or equivalent rights or forms of protection in any part of the world; Integrious means Integrious Limited registered in England and Wales with company number: 07609689, having its registered office at 2 Chartfield House, Castle Street, Taunton, England, TA1 4AS, Pre-existing Materials: all Documents, information and materials provided by Integrious relating to the Services which existed prior to the commencement of the Agreement, including computer programmes, data, reports and specifications; Quotation: means the quotation overleaf; Deliverables, Price, Services, Start Date, You, all as per the Quotation overleaf, Supplier's Equipment any Document as defined above, provided by Integrious and used directly or indirectly in the supply of the Services. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.
1. Integrious shall provide the Services to You on the terms and conditions of the Agreement from the Start Date. The Services supplied under the Agreement shall continue to be supplied until they are completed unless the Agreement is terminated in accordance with clause 11. Integrious will endeavor to complete the Services, deliver the Deliverables to You and meet any performance dates specified, but such dates shall be estimates only and time for performance by Integrious shall not be of the essence.
2. You agree to (1) provide Integrious, in a timely manner, with any In-put Material and other information it may require to perform the Services and ensure that this is accurate (2) co-operate with Integrious in all matters relating to the Services (3) if necessary make Your agents, consultants and employees available, in a timely manner and at no charge (4) provide full and safe access to Your premises, data and other facilities at any reasonable time as required by Integrious (5) provide adequate working space and any facilities necessary to provide the Services (6) be responsible for preparing and maintaining the relevant premises to a suitable standard for the supply of the Services (7) inform Integrious of all health and safety rules and regulations or security requirements that apply at Your premises (9) obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the Services and the use of In-put Material in all cases before the Start Date.
3. If Integrious’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of You, Your agents, consultants or employees, Integrious shall not be liable for any costs, charges or losses sustained or incurred by You that arise directly or indirectly from such prevention or delay. You shall be liable to pay to Integrious, on demand, all reasonable costs, charges or losses sustained or incurred by Integrious (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from Your fraud, negligence, failure to perform or delay in the performance of any of Your obligations under the Agreement, subject to Integrious confirming such costs, charges and losses to You in writing.
4. If either party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other. Integrious will, within a reasonable time, provide a written estimate of: (1) the likely time required to implement the change (2) any necessary variations to the Price arising from the change (3) the likely effect of the change on the Services and (4) any other impact of the change. If You wish Integrious to proceed with the change, Integrious has no obligation to do so unless and until the parties have agreed the necessary variations to the Price, the Services and Deliverables and any other relevant terms of the Agreement to take account of the change. Notwithstanding this clause, Integrious may, from time to time and without notice, change the Services in order to comply with any applicable statutory requirements. Integrious may, from time to time and subject to Your prior written consent (not be unreasonably withheld or delayed) change the Services, provided that such changes do not materially affect the nature or quality of the Services. Integrious may charge for the time spent in assessing a request by You to change the scope or execution of the Services.
5. In consideration of the provision of the Services and where relevant the Deliverables by Integrious, You shall pay to Integrious the Price. Integrious may increase the Price due to any increase in the cost to Integrious of purchasing any goods and/or services and shall substitute the previous Price. In the event of such increase Integrious will notify You as soon as reasonably practicable. Integrious will raise an invoice for the price payable for the Services and where relevant the Deliverables after completion of the Services and the provision of the Deliverables or at any interim stage of the Services as agreed. Unless otherwise agreed in writing You shall pay the price detailed in Integrious invoice, in full and cleared funds as specified on Integrious’s invoice, (without deduction or set-off) within 30 days of the date of Supplier’s invoice. Integrious, at its complete discretion, may require You to pay a deposit towards the Price before the commencement of the provision of the Services.
6. Without prejudice to any other right or remedy that it may have, if You fail to pay Integrious on the due date, Integrious may: (1) charge interest on such sum from the due date for payment at the annual rate of 6% above the base lending rate from time to time of Barclays Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and You shall pay the interest immediately on demand (2) suspend all Services until payment has been made in full (3) charge You for any legal costs incurred by Integrious in pursuing You, due to your failure to pay Integrious on the due date. Time for payment shall be of the essence of the Agreement. If any Deliverables are made available to you, they shall remain the property of Integrious until all sums due to the Suppler from You have been paid. All sums payable to Integrious under the Agreement shall become due immediately on its termination, despite any other provision. Integrious may, without prejudice to any other rights it may have, set off any liability You have to Integrious against any liability of Integrious to You. In the event that You fail to pay the price specified on Integrious’s invoice, as and when it becomes due, Integrious reserves the right to treat the Agreement as determined without prejudice to his rights to receive the full purchase price for the Services provided, together with damages for any direct or indirect loss suffered in consequence.
7. As between You and Integrious, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by Integrious. Integrious licenses all such rights to You free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable You to make reasonable use of the Deliverables and the Services. If the Agreement is terminated, this licence will automatically terminate.
8. This clause sets out the entire financial liability of Integrious to You in respect of: (1) any breach of the Agreement (including deliberate breach) by Integrious, or its employees or agents (2) any use made by You of the Services and the Deliverables and (3) any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Agreement. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement. Integrious shall not be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of Agreement, loss of use, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. Nothing in the Agreement limits or excludes the liability of Integrious for (1) death or personal injury resulting from negligence or (2) fraudulent misrepresentation. Integrious's total liability in Agreement, tort (including breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the Agreement shall be limited to the Price. No warranty is made as to the Pre-existing Materials.
10. You acknowledge that Your details may be submitted to a credit reference agency and personal data will be processed by and on behalf of Integrious in connection with the Services.
11. Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement immediately on giving notice to the other if (1) the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 28 days after being notified to make such payment (2) the other party commits a material breach of the Agreement and if such a breach is remediable fails to remedy it within 30 days of notification (3) the other party repeatedly breaches any of the terms of the Agreement (4) the other party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (4) the other party commences negotiations with its creditors with a view to rescheduling any of its debts or makes a proposal for or enters into any compromise or arrangement with its creditors (5) a petition is filed, a resolution is passed, or an order is made, for the winding up of that other party (6) a notice of intention to appoint an administrator is given, or an administrator is appointed over the other party (7) a floating charge holder over the assets of that other party has become entitled to appoint an administrative receiver (8) a person becomes entitled to appoint a receiver over the assets of the other party, or a receiver is appointed over the assets of the other party (9) a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days (10) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned above (11) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business or (12) there is a change of control of the other party as defined in section 574 of the Capital Allowances Act 2001.
12. On termination of the Agreement for any reason You shall (1) immediately pay to Integrious all of Integrious's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Integrious may submit an invoice, which shall be payable immediately on receipt (2) return all of Integrious's Equipment, Pre-existing Materials and Deliverables and if You fail to do so, then Integrious may enter Your premises and take possession of them. Until such items have been returned or repossessed, You shall be solely responsible for their safe keeping.
13. Neither party, provided that it promptly notifies the other party, shall be in breach of any obligations under the Agreement arising from acts, events, omissions or accidents beyond its reasonable control (a “Force Majeure Event”), including but not limited the following: (1) acts of God, including but not limited to fire and flood (2) compliance with any law (3) explosion or accidental damage (4) adverse weather conditions (5) collapse of building structures (6) failure of plant, machinery, computers or vehicles; (7) labour disputes (8) non-performance by suppliers (9) the illness of any of Integrious’ directors or key employees and (9) interruption or failure of utility services. If the Force Majeure Event continues for a period of more than 3 months, either party may terminate the Agreement by giving 30 days' written notice to the other party. Such termination shall be without prejudice to the rights of the parties in respect of any breach of the Agreement prior to the Force Majeure event.
14. No variation of the Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties. Failure to exercise, or any delay in exercising, any right or remedy provided under the Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall preclude or restrict the further exercise of any such right or remedy.
15. If Integrious fails during the term of the Agreement, to insist upon performance of Your obligations or fails to exercise any rights or remedies to which it is entitled under the Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve You from compliance with such obligations. A waiver by Integrious of any default shall not constitute a waiver of any subsequent default. No waiver shall be effective unless it is expressly stated to be a waiver and is communicated to You in writing.
16. If any provision (or part of any provision) of this Agreement is found by any court or other authority of competent jurisdiction to be invalid, unlawful or unenforceable to any extent, such provision will be severed and the remaining terms, conditions and provisions will continue to be valid to the fullest extent permitted by law.
17. The Agreement and the Quotation constitute the whole agreement between the parties and supersede any previous agreement between them. The parties acknowledge that, in entering into this Agreement they have not relied on any representation of any person except as expressly set out in the Agreement.
18. The Agreement is binding on You and Integrious and on respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of the Agreement, or any of Your rights or obligations arising under it, without Integrious’s prior written consent. Integrious may transfer, assign, charge, sub-Agreement or otherwise dispose of a Agreement, or any of his rights or obligations arising under it, at any time during the term of the Agreement.
19. Nothing in the Agreement is intended to operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way. A person who is not a party to the Agreement shall not have any rights under or in connection with it.
20. Any notice or other communication given in connection with the Agreement shall be in writing and will be delivered personally or sent by pre-paid first class post or by email to the recipient’s last known address.
21. If any dispute arises in connection with the Agreement, You agree to meet Integrious within 28 days in good faith to resolve the dispute. If the dispute is not resolved at that meeting, the parties will attempt to settle it by mediation but commencement of mediation will not prevent the parties commencing or continuing court proceedings.
22. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
You agree that You have read and understood the terms of Agreement. If You require a copy of the Agreement in a larger format, please inform Integrious before entering into the Agreement.
Version 2 - 13th September 2024
a. DEFINITIONS: Update registered address of Integrious Ltd.
b. 20. Add email to means of communication and remove fax.
Version 1 - 15th June 2011