1. The services (“Services”) as set out in the Service Plan (“Agreement”) provided by Conduit Data Services Ltd (“Conduit”) to the Client (as defined in the Agreement) shall be subject to these terms and conditions (“Conditions”). Any order placed with Conduit or the acceptance of the Agreement shall constitute an offer by the Client to purchase the Services specified in it on these Conditions. No offer placed by the Client shall be accepted by Conduit other than by a written acknowledgement issued and executed by Conduit or (if earlier) by Conduit starting to provide the Services, when a contract for the supply and purchase of those Services on these Conditions will be established. These Conditions shall prevail over any inconsistent terms or conditions contained, or referred to, in the Client's purchase order, confirmation of order, acceptance of an agreement, or implied by law, trade custom, practice or course of dealing, provided that if these Conditions conflict with the Agreement, the Agreement shall prevail. The Client hereby warrants that it has the power and authority to enter into agreement with Conduit.
2. Fees for the Services are set out in the Agreement and are quoted exclusive of VAT for which the Client shall be liable if applicable. Any fees expressed to be on a daily basis are for a seven and a half-hour working day at the rates current at the time the Services are performed. Conduit’s daily rates are revised on 1st April of each year and the fees agreed with the Client for Services to be provided after that date may be changed accordingly.
3. Times given for completion of the Services are estimates only. Conduit will endeavour to meet the same, but time will not be of the essence in respect of performance of the Services by Conduit. Conduit will endeavour to accommodate any changes to the Services requested in writing by the Client, but reserves the right to charge the Client for additional services.
4. Conduit may, from time to time change the Services, provided that such changes do not materially affect the nature and quality of the Services and, where practicable, it will give the Client at least  days notice of any change.
5. If any consultants are named in the Agreement then so far as reasonably practicable the Services shall be undertaken by those consultants. If a consultant is for any reason unable to fulfil that role Conduit will substitute another consultant of similar competence.
6. Without prejudice to any other right or remedy that it may have, If the Client fails to pay any amount due on time, Conduit shall be entitled to (a) charge and receive interest at a rate of 2% above the base lending rate from time to time of Barclays Bank plc or, in the alternative, claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and, in any event such interest shall accrue from the due date until the date of payment and shall be calculated on a daily basis; and (b) suspend all Services until payment has been made in full.
7. All copyright and other intellectual property rights in any documentation and materials (“Deliverables”) in whatever form used in or produced in the course of the Services shall remain vested in or shall vest in Conduit absolutely and Conduit grants to the Client an irrevocable, nonexclusive and royalty free licence to use the Deliverables for the purpose(s) for which they were devised as specified in the Agreement. The Client undertakes that it will not use, exploit or adapt the Deliverables except as expressly provided herein and the Client shall procure that its directors and employees to whom the Deliverables are disclosed are aware of and comply with such undertaking.
8. Deliverables produced by Conduit are for use only in the part of the Client’s organisation for which they are designed.
9. The Client shall (a) co-operate with Conduit in all matters relating to the Services; (b) provide Conduit in a timely manner with any documents, materials, assistance, data or other information (“Input Materials”) that it reasonably requires in order to provide the Services; (c) allow Conduit, its agents, sub-contractors and employees, access to the Client's premises, office accommodation, data and other facilities as required by Conduit in order to provide the Services; and (d) inform Conduit of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s premises. Conduit shall not be liable or deemed to be in breach of contract if the Client or its employees, agents or sub-contractors delay the provision of the Input Materials or provide incomplete or inaccurate Input Materials or delay or restrict access to the Client’s premises and Conduit shall be entitled to charge the Client for any additional services necessary as a result of the foregoing acts or omissions. Conduit shall be entitled to charge the Client for all reasonable costs, charges or losses sustained or incurred by Conduit arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the contract.
10. Each party shall keep secret at all times (and shall procure that its employees, agents and sub-contractors do the same) any information of a confidential nature including, without prejudice to the generality of the foregoing, any copyright materials and proprietary techniques, all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed or obtained from the other by reason of this contract, except information which is in the public domain, which must be disclosed by law or which the receiving party can show was in its possession before disclosure by the other. Neither party shall use, copy or reproduce any such confidential information except for the purposes for which such information was disclosed. Nothing in this Condition 10 shall prevent either party from disclosing such information to its employees, officers, representatives, advisers, agents or sub-contractors to the extent necessary to perform their obligations under the agreement and these Conditions provided that the party receiving such information procures that such persons comply with this Condition 10.
11. The Client shall not, without the prior written consent of Conduit at any time from the date of the contract to the expiry of six months after the last date of supply of the Services, solicit or entice away from Conduit or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of Conduit in the provision of the Services. In the event that the Client is in breach of this Condition 11 then the Client shall pay to Conduit by way of liquidated damages an amount equal to 30% (thirty per cent) of the gross annual salary (as at the time of the breach) of the person so employed or engaged. This provision shall be without prejudice to Conduit’s ability to seek injunctive relief. The Client acknowledges and agrees that the formula specified in the foregoing sentence is a reasonable estimation of the loss that would be incurred by Conduit as result of the loss of the person so employed or engaged.
12. LIMITATION OF LIABILITY
12.1 This Condition12 sets out the entire financial liability of Conduit (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of (a) any breach of the contract; (b) any use made by the Client of the Services, the Deliverables or any part of them; and (c) any representation, statement or act or omission (including negligence) arising under or in connection with the contract.
12.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the contract.
12.3 Nothing in these Conditions limits or excludes Conduits liability for death or personal injury caused by Conduit’s negligence, fraudulent misrepresentation.
12.4 Conduit shall not be liable for any loss of profit, indirect, special or consequential loss arising out of or in connection with the Services, whether caused by Conduit’s negligence or otherwise;
12.5 The entire liability of Conduit in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the contract shall not exceed the fee for the Services.
13. Neither party shall be liable by reason of any delay in or failure to perform its obligations due to any cause beyond its reasonable control.
14. The Client may terminate the contract or switch to another Agreement by giving Conduit 30 days notice in writing. Either party may, without limiting any other remedy, immediately terminate the contract by written notice if the other: commits a material breach of contract and fails to remedy (if remediable) the breach within 30 days of a written notice to do so, or goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed in respect of the whole or any part of its assets or undertaking.
15. On termination of the contract for any reason (a) the Client shall immediately pay to Conduit (without set off) all of Conduit's outstanding unpaid invoices and interest; (b) in respect of Services provided but for which no invoice has been submitted, Conduit may submit an invoice, which shall be payable by the Client immediately on receipt; (c) the accrued rights and liabilities as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected; and (d) Conditions 10, 11, 13, 17, 18 and 27 shall survive termination and remain in full form and effect.
16. The Client acknowledges and agrees that details of the Client’s and the Client’s employees personal data may be processed by and on behalf of Conduit in connection with providing the Services. Conduit shall process this personal data in accordance with the Data Protection Act 1998.
17. The Client shall be liable to pay to Conduit, on demand, all reasonable costs, charges or losses sustained or incurred by Conduit, its employees or consultants (including any direct, indirect or consequential losses, loss of profit and loss of reputation, and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the employee or consultant providing the Services being deemed to be a shadow director of the Client.
18. The Agreement and these Conditions form the whole contract between the parties in respect of the Services and supersede any prior agreement, whether written or oral, in relation to the Services.
19. No term of the contract between the parties shall be enforceable by a third party under The Contracts (Rights of Third Parties) Act 1999.
20. The Client shall not without prior written consent of Conduit, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the contract. Conduit may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the contract.
21. Nothing in the contract is intended to, or shall 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 (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
22. If any provision (or part of a provision) of these Conditions or the contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force or if any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
23. Any notice given under the contract by either party to the other must be in writing and may be delivered personally or by recorded delivery or first class post or, in the case of post, a notice will be deemed to have been given two business days after the date of posting and, in the case of e-mail, at the time of transmission if sent before 4.00pm on a business day, or otherwise on the next Business Day. Notices will be delivered or sent to the addresses of the parties on the Agreement or to any replacement address notified in writing by either party.
24. These Conditions and the provision of the Services shall be governed by and interpreted in accordance with English law and the Parties submit to the exclusive jurisdiction of the English Courts.
25. Each right or remedy of Conduit under the Agreement and these Conditions shall be without prejudice to any other right or remedy of Conduit whether under the Agreement and these Conditions or not.
26. Failure or delay by Conduit in enforcing or partially enforcing any provision of the Agreement or these conditions shall not be construed as a waiver of any of its rights under the agreement or these Conditions.
27. Any waiver by Conduit of any breach of, or any default under, any provision of the Agreement or these Conditions by the Client shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Agreement or these Conditions.