TERMS AND CONDITIONS
Aurora House Productions is a UTEL business unit operating within Teesside University.
Each contract between us, University of Teesside Enterprises Ltd ("The Company")
and you (the Client") for the performance of the Assignment details of which are
provided in the Proposal attached in schedule 1 hereto (hereinafter referred to
as ("the Assignment") will automatically incorporate these Conditions which will
prevail over any conditions stipulated or referred to by you (unless the same are
specifically agreed to by us in writing). No variations or amendments will be binding
on us unless confirmed by us in writing. The Conditions are designed for the benefit
of the Client and the Company to establish a clear understanding about services,
responsibilities and fees in all foreseeable situations. They are intended to cover
a wide variety of commissions with which we may be entrusted. Your order of the
Assignment will be construed as an acceptance of these Conditions. Acceptance by
you of any tender made by us will not in itself constitute a contract.
- 2.1 An estimate of our Charges and related expenses for this Assignment
is provided in the Proposal attached and will remain valid for three months from
the date of submission. It is not to be construed as an offer to perform the Assignment
within a fixed period of time or at a fixed price.
- 2.2 The charges cover all consultant time spent on the Assignment whether
at the consultant's premises or elsewhere. Fees are not incurred for absence due
to illness or voluntary leave. Materials, the services of outside establishments
and the use of their equipment and other project expenses are charged at cost plus
15% unless free issued by, or directly to the Client, such charges being additional
to the estimated fees.
We shall be entitled to be reimbursed all reasonable expenses, including those of
our staff arising and properly incurred in the execution of the Assignment. Such
expenses will include Hotel and travelling expenses, use of a car, long distance
telephone call etc.
All fees should be paid during the month following the submission of our invoice
and account, which will be issued monthly until completion of the Assignment and
will detail the Charges and Expenses incurred. A balancing invoice or credit note
will be issued on completion of the Assignment. All Charges payable under this contract
are exclusive of Value Added Tax and any other relevant taxes which may be paid
by you at the rate and in the manner prescribed by law. We shall be able to charge
interest at the rate of 4% above the base rate of Barclays Plc on all sums due that
have been outstanding for one calendar month.
5. Review of Charges
We reserve the right to review our fee rates in light of operating charges and adjust
them accordingly, but any changes affecting the estimate of the Proposal will be
subject to three months notice.
No modifications or alterations to our work may be made without our prior consent.
Any modifications or alterations shall only be carried out by or under our supervision
and if they result from change or changes to the Assignment shall be paid for at
a rate agreed by us in advance.
We are entitled to make an additional charge for extra work which arises as a result
- 7.1 Changes in the Client's instructions after commencement of the contract;
- 7.2 Making alterations to an approved specification, project or design;
- 7.3 Any other cause beyond our reasonable control.
8. Our Obligations
All survey, forecasts in the Proposal and any subsequent report or letter are made
in good faith and on the basis of the information before us at the time. Their achievement
must depend, among other things, on the effective co-operation of the Client and
the Client's staff. In consequence, no statement in any Proposal, report or letter
is to be regarded as representative or warranty of achievable results. We do not
warrant that our work will be outside the scope of any patent or registered design.
We shall not be liable for any losses which are not reasonably foreseeable on acceptance
of the Proposal, nor shall we be liable for any consequential losses suffered by
9. Information and Access
- 9.1 You undertake to provide us, promptly, with any information that we
may reasonably require from time to time to enable us to proceed uninterruptedly
with the Assignment.
- 9.2 You will make available free of charge to us all facilities, electrical
and other supplies, and all other services reasonably required by us for the performance
of our obligations, including where appropriate, but not limited to, computer runs,
error printouts, staff assistance, data preparation, office accommodation, typing
and reproduction services.
- 10.1 You will take all reasonable precautions to ensure that the health
and safety of our staff and agents whilst on your premises.
- 10.2 Installation and other services to be performed at your Premises may
not be performed if we reasonably believe that conditions at your Premises represent
a safety or health hazard to any of our employees or agents.
11. Free Specimens
You will provide us free of charge with a sample of the work produced as a result
of the Assignment or with a photographic or other record of this where samples are
not available. We shall be entitled to display these specimens of our work wherever
and whenever we choose to do so.
- 12.1 Each party agrees to keep secret and confidential for a period of
(two years) from the date of its supply, all information supplied by the other which
relates to the other's intentions, production methods, business organisation, finance,
transactions or affairs which is designated as confidential in writing at the time
of its supply or within 14 days thereafter, but this duty of confidence shall not
extend to any information already known to a Party prior to its disclosure by the
other, or lawfully received by the other party from a third party, nor to information
published at the date of such disclosure or subsequently through no fault of the
Party under a duty of confidence.
- 12.2 All the Company's employees and agents are under special contract
which protects our Clients against the divulging of confidential information. To
protect Client's confidential information visits by other than our employees or
agents to the Company's laboratory areas are not normally permitted.
13. Intellectual Property Rights
- 13.1 All designs, drawings, specifications, plans or blueprints of products,
goods, processes or equipment, inventions, manuals, notes, documents, writing, computer
programs, software, other data or work (hereinafter referred to as "the Work") created
by us and produced as specified deliverables during the course of the Assignment
are and will remain our property and all technical information (patentable and not
patentable), copyrights, design rights, registered or unregistered designs, or trademarks
and other intellectual property rights arising from the execution of the Assignment
will be our property.
- 13.2 License Subject to the completion of the Assignment and the payment
of all charges, fees and expenses due to us by you in respect to the Assignment
or otherwise, we will grant you an irrevocable non-exclusive license to use any
of the Work submitted to you as a result of the Assignment or to grant appropriate
sub-licenses to third parties as the need arises.
14. Use of Work The work produced during the course of the Assignment shall not
be used for any purpose, other than that for which it is commissioned without our
prior written approval.
15. Design Credits
We shall be entitled to claim authorship of any Work for which we have been responsible
and the work shall bear a credit to us in a form previously approved by us. Our
prior consent shall be obtained before our name or signature is reproduced on any
finished product or Work is otherwise published.
16. Third Party Rights
You shall indemnify us and keep us fully indemnified in respect of all financial
liability (including professional costs and legal fees) arising out of any claim
made against us alleging misuse of a third party rights, including without limitation
any rights in respect in confidential or trade secrets, patent, copyright, design
registration, design right or other intellectual property rights or title arising
from any material, work or services supplied to us by you.
17. Force Majeure
We will not be liable for any failure in the performance of any of our obligations
under the contract caused by factors outside our control including but without the
limiting the generality of the term, delay or failure in the performance by sub-contractors
because of factors beyond their control, shortage of raw materials, supplies, labour
and transport. If the delay continues for more than 12 weeks either party may by
written notice to the other determine the contract in so far as it remains unperformed
in which event either party shall be liable to the other by reason of such determination
save that you will be liable to pay us the relevant Charges in respect of completed
parts of the contract.
We may suspend or terminate the contract if you fail to make any payment when as
due or otherwise default in any of your obligations under the contract or any other
agreements with us, or becoming bankrupt or insolvent or have a trustee in bankruptcy
or liquidator or receiver or administrative receiver or administrator appointed
over your business or are compulsorily or voluntarily wound up, or if we in good
faith believe that any of those may occur. In the event of termination or postponement
of the contract for any reason we shall be entitled to full remuneration of the
work completed to date together with all expenses and we shall retain all intellectual
property rights in the Assignment, even if the Charges agreed in advance for the
work had included assignment of these rights. In case of termination and without
prejudice to any other rights accruing to us we will be entitled to forfeit any
payment already made to us.
- 19.1 We undertake to ensure to the best of our ability that any product
designed under this contract shall comply with such regulations and standards as
were notified to you in the Proposal. No further responsibility as to compliance
with statute regulations or standards is accepted.
- 19.2 In all cases you undertake to carry out testing and examination of
the products sufficient to ensure, so far as is reasonably practicable, that the
products will be safe and without risks to health when properly used.
- 19.3 It is your responsibility to take out appropriate product liability
insurance. We shall accept no liability whatsoever in respect of any risk capable
of being covered by product liability insurance.
- 19.4 You will indemnify us and keep us fully and effectively indemnified
against loss or damage to any property or injury to or death of any person caused
by any negligent act or omission or wilful misconduct by you, your employees, agents
- 19.5 We will indemnify you and keep you fully and effectively indemnified
against loss or damage to any property or injury to or death of any person caused
by any negligent act or omission or wilful misconduct by us, our employees, agents
- 19.6 We shall not in any event be liable for any consequential loss or
loss of profits or of contract whatsoever.
- 19.7 Except in respect of injury to or death of any person (for which no
limit applies) our liability under Sub-Clause 19.5 in respect of each event or series
of connected shall not exceed the total Charges and expenses payable under Clauses
2 and 3 herein.
- 19.8 Each party shall demonstrate to the reasonable satisfaction to the
other that it carries appropriate insurance cover in respect of each event or series
of connected events of at least £1,000,000 in respect of injury and death and £5,000,000
in respect of any other liability under sub-clauses 19.4 and 19.5.
20. Waiver of Remedies
No forbearance, delay of indulgence by us enforcing the provisions of this contract
shall prejudice or restrict our rights, nor shall any waiver of our rights operate
as a waiver of any subsequent breach nor in any way affect the validity as a whole
or any part of this contract or prejudice our rights to take subsequent action.
Neither party shall assign or otherwise transfer this Contract or any of its rights
or obligations either whole or part without the prior written consent of the other.
We may sub-contract the performance of the contract in whole or part.
If any of these conditions are considered void, voidable or otherwise unenforceable
by a tribunal or proceedings of competent jurisdiction then it must be severed from
the contract in question which will otherwise remain in full force and effect.
Any notice to be given under the contract shall be in writing and transmitted by
facsimile, telexed or delivered, or forwarded by first class prepaid registered
or recorded delivery letter to the receiving Party at its business address at last
notified to the other Party in accordance to the provision of this Clause and will
be deemed as to have been given on the date of the telex, facsimile or hand delivery
on the day following that one on which the notice was posted.
- 25.1 The construction and performance of these conditions will be governed
by English Law.
- 25.2 All disputes that may arise out of or in relation to these Conditions
will be submitted to arbitration in accordance with the provision of the Arbitration
Acts1950 to 1979 or any statutory re-enactment or modification thereof for the time
being in force by a single arbitrator appointed by agreement or in default, nominated
on the application of either Party by the President for the time being of the Law