Conditions for the supply of DESIGN consultancy and other technical services
These Conditions shall apply to all contracts for the supply by Project Vision Limited (“Project Vision”) of consultancy systems specifications, programme and project management, and other technical services.
In these Terms and Conditions, the following expressions shall (where the context so admits) have the following meanings:
“Technical Services” means the consultancy systems specification, programme and project management and other technical services to be provided by Project Vision as detailed within our formal Quotation.
“Timetable” means the timetable within which Project Vision will perform the Technical Services and which is specified in the Quotation and shall include any revisions to the Timetable made in accordance with Condition 3.3.
“Price” means the price to be paid by the Client for the Technical Services and which is specified in the Quotation.
“Client” means the recipient of Technical Services from Project Vision including the recipient’s Group Companies.
Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
Group Company: in relation to a company, any member of its Group.
“Quotation” means the quotation for the Technical Services submitted by Project Vision to the Client.
“Contract” means the contract between Project Vision and the Client entered into, subject to these Terms and Conditions for the provision of the Technical Services, comprising the Quotation (including the Specification) and the Client’s acceptance thereof.
“Working Hours” means the hours between 09.00 to 17.30 on Mondays to Fridays except public holidays.
“Specification” means the description, specifications and other details of the Technical Services set out, or incorporated by reference in, the Quotation.
“Stage” means the numbered stages (if any) for the performance of the Technical Services described in the Timetable.
2.1 Any order sent to Project Vision by the Client shall be accepted entirely at the discretion of Project Vision, and, if so accepted, will only be accepted upon these Terms and Conditions.
2.2 Each order which is so accepted shall constitute an individual legally binding contract between Project Vision and the Client.
2.3 These Terms and Conditions (together with terms, if any, set out in the Quotation) shall constitute the entire understanding between the parties relating to the provision of the Technical Services, and shall supersede any previous communication, representation or agreements by either party whether oral or written. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law. No change of any of the Terms and Conditions herein shall be valid unless in writing and signed by an authorised representative of each party.
2.4 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
3.1 The performance of the Technical Services by Project Vision shall be in accordance with the Specifications set out in the Contract. All performance and completion dates given by Project Vision (including for the avoidance of doubt the dates specified in the Timetable) are estimates only and the time for the performance or completion of the Technical Services shall not be the essence of the Contract. Accordingly, Project Vision accepts no responsibility or liability, financial or otherwise, in the event that the Timetable is not complied with. In particular, for the avoidance of doubt, and without limitation of the generality of the foregoing, Project Vision shall not be liable to reimburse the Client in respect of any delay payments or other penalties for which the Client may become liable to any customer of the Client as a result of delay or failure by Project Vision whether or not the Project Vision is aware of the Client’s potential liability to pay the same.
3.2 The Technical Services shall be performed or (as the case may be) made available during Working Hours only. If the Client requires performance or availability outside Working Hours, then (subject to acceptance by Project Vision) an additional charge shall be payable at Project Vision’s standard rates in force from time to time.
3.3 Without prejudice to Condition 3.1, Project Vision shall use its reasonable endeavours to notify the Client of any delay in the Timetable for the provisions of Technical Services, and to propose a revised Timetable to the Client. Any onward notification of such delay to customers of the Client shall be the sole responsibility of the Client. [Where the reasons for the said delay are other than those covered in Condition 4 (Force Majeure), the Client shall have the right (within twenty-one days of the date of receipt of the notification) to advise Project Vision in writing that it intends to terminate the Contract forthwith (which latter course the Client shall be entitled to take without liability to Project Vision other than for all Technical Services performed (on a time and materials basis according to Project Vision’s then current price list) and charges (and of any cancellation charges of supplier’s sub-contractors or suppliers) incurred by Project Vision up to the date of termination. Subject as aforesaid the Contract shall be deemed to include the aforesaid revised estimated delivery schedule. Any revision proposed by the Client to the Timetable shall be subject by mutual agreement.]
3.4 Contracts may be divided into Stages. At the end of each Stage, Project Vision will give the Client a Quotation in writing of the likely cost of completing the next Stage. The Client then has the right not to proceed to the next Stage.
4.1 Project Vision shall not have any liability in respect of any delay in carrying out or failure to carry out any of its obligations under the Contract caused by:
4.1.1 fire, strikes or other industrial action or dispute (in relation to suppliers or subcontractors only), acts of Government, default of suppliers or sub-contractors, or
4.1.2 any circumstances outside the reasonable control of Project Vision; or
4.1.3 any act or omission on the part of the Client, such as the failure to confirm approval or to give accurate information.
4.2 Without prejudice to Condition 3.1, Project Vision shall have the right to extend the estimated delivery schedule as set out in the Timetable by a period of time sufficient to take due account of the event occurring as set out in Condition 4.1. If, however such extension continues for a period of six months the Client may on the expiry of that period terminate the Contract forthwith without liability to Project Vision other than reimbursement on the same terms as provided in Condition 3.3.
5.1 Prices for the provisions of the Technical Services will be those set out in the Quotation.
5.2 Unless otherwise stated in the Quotation, Project Vision shall be entitled to invoice the Client annually in advance under the Contract. Payment of all Project Vision invoices shall be made in Pounds Sterling within 30 days from the date when the invoices are issued. At the request of the Client, Project Vision shall issue with all invoices submitted to the Client under this Condition a statement of the work carried out by Project Vision to which the invoice refers. Where chargeable, Value Added Tax and any other applicable taxes or duties shall be added to the invoices at the current rate or rates in force at the relevant times
5.3 The time of payment shall be the essence of the Contract.
5.4 If the Client fails to make any payment to Project Vision on the due date then without prejudice to any other right or remedy available to Project Vision, Project Vision shall be entitled to: -
5.4.1 terminate the whole or any part of the Contract or suspend the performance or further performance of its obligations under the Contract;
5.4.2 appropriate any payment made by the Client to such of the Technical Services (or the products and services supplied under any other contract between Project Vision and the Client) as Project Vision may think fit;
5.4.3 charge the Client interest (both before and after judgment) on the amount outstanding on a daily basis, at the rate of 2 per cent per annum above the base rate of Barclays Bank Plc, such interest to be calculated from the due date to actual payment (both dates inclusive) compounded quarterly;
5.4.4 a general lien on all goods and property belonging to the Client and such lien shall be exercisable in respect of all sums lawfully due from the Client to Project Vision and Project Vision shall be entitled on the expiration of 14 days’ notice in writing to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards the amount outstanding.
6.1 In respect of any error or defect in the Technical Services provided by Project Vision under the Contract which is notified to Project Vision in writing by the Client within twelve months of the provision thereof, Project Vision agrees that it will make resources available to investigate the defect and endeavor to rectify the defect. On receipt of notification of any suspected defect, Project Vision shall free of charge as soon as possible carry out an investigation into the cause thereof, and thereafter promptly rectify the same (if possible).
6.2 Nothing in this agreement:
(a) shall limit or exclude Project Vision's or the Client's liability for:
(i) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
(ii) fraud or fraudulent misrepresentation;
(iii) any other liability which cannot be limited or excluded by applicable law; or
(b) shall limit or exclude Project Vision's liability under clause 7 (Indemnities).
6.3 Subject to clause 6.2:
(a) neither party to this agreement shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with this agreement;
Notwithstanding clause (a), the losses for which Project Vision assumes responsibility and which shall, (subject to clause 8) be recoverable by the Client include:
(a) sums paid by the Client to Project Vision pursuant to this agreement, in respect of any services not provided in accordance with the terms of this agreement;
(b) additional costs or procuring and implementing replacements for, or alternatives to, the Technical Services, including consultancy costs, additional costs of management time and other personnel costs and costs of equipment and materials; and
(c) losses incurred by the Client arising out of or in connection with any claim, demand, fine, penalty, action, investigation or proceeding by any third party (including any subcontractor, Project Vision personnel, regulator or customer of the Client against the Client caused by the act or omission of Project Vision.
6.4 The Technical Services are provided by Project Vision on the basis that it is for the sole use of the Client, for the purpose set out in the Specification. The Client shall not communicate the Technical Services, or any information contained therein to any third party, nor use the Technical Services or any information contained therein other than for the said purpose. Should Project Vision communicate the Technical Services or any information contained therein to a third party, contrary to the foregoing, or use any such Technical Services or information in the performance of work for a third party, whether or not in accordance with the said purpose, Project Vision will be solely liable to such third party for any error or defect in such Technical Services or information, and/or the consequences thereof, and will indemnify Project Vision against all loss, actions, claims, costs, demands, expenses and liabilities whatsoever (if any) which Project Vision may incur either at common law or by statute in respect of any loss, damage, personal injury or death suffered by a third party by reason of any error or defect in such Technical Services or information, or by reason of the consequences of any such error or defect.
Project Vision shall indemnify and hold the Client harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, the Client as a result of or in connection with:
any alleged or actual infringement, whether or not under English law, of any third party's Intellectual Property Rights or other rights arising out of the use or supply of the products of the Technical Services; or
(b) any claim made against the Client in respect of any liability, loss, damage, injury, cost or expense sustained by the Client's employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the provision of the Technical Services as a consequence of a breach or negligent performance or failure or delay in performance of this agreement by Project Vision.
8.1 Notwithstanding anything contained in the Contract, Project Vision’s liability to the Client in respect of the Contract, in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising, shall be limited to £1,000,000.
9.1 Each of Project Vision and the Client hereby undertakes to the other that during the continuance of the Contract and for a period of six months following its termination or completion it will not directly or indirectly, either on its own behalf or on behalf of any other person:
9.1.1 solicit or endeavor to entice away from or discourage from being employed by the other party the employees of that other party met or introduced as a result of discussions, negotiations and other communications between them relating to the Technical Services and/or the Contract; or
9.1.2 induce any employee of the other to leave his employment; or
9.1.3 engage or employ any individual employed by the other party met or introduced as a result of discussions, negotiations and communications between them relating to the Technical Services and/or the Contract other than through a legitimate employment drive.
9.2 Each of clauses 9.1.1 to 9.1.3 above shall be treated as a separate obligation and shall be severally enforceable as such.
9.3 The parties consider the restrictions in clause 9.1 to be fair and reasonable, but if a court of competent jurisdiction finds any of them to be unenforceable the parties agree to accept any modification as to the extent or duration of the restriction concerned which the court sees fit to impose or, if it does not see fit, which is reasonably necessary to render the restrictions enforceable.
10.1 Each party (“the receiving party”) of the Project Vision and the Client undertakes to the other party (“the disclosing party”) in relation to the information of the disclosing party which is clearly designated in writing as being confidential (“the Confidential Information”)
10.1.1 to maintain the same in confidence and to use it only for the purposes of the Contract and for no other purpose and in particular, but without prejudice to the generality of the foregoing, not to make any commercial use thereof or use the same for the benefit of itself or of any third party other than pursuant to the Contract or a further contract with the disclosing party;
10.1.2 not to copy, reproduce or reduce to writing any part thereof except as may be reasonably necessary for the aforesaid purposes and that any copies, reproductions or reductions in writing so made shall be the property of the disclosing party;
10.1.3 not to disclose the same whether to its employees or to third parties except in confidence to such of its employees or directors who need to the same for the aforesaid purposes; and
10.1.4 to apply thereto no lesser security measures and degree of care than those which the receiving party applies to its confidential or proprietary information.
10.2 Neither party shall be required to treat as confidential any information which: -
10.2.1 was already known to it prior to its receipt from the disclosing party;
10.2.2 was in the public domain at the time of receipt by the receiving party or subsequently entered into the public domain other than by reason of the breach of these Terms and Conditions or of any obligation of confidence owed by the receiving party or its agents or sub-contractors to the disclosing party;
10.2.3 was subsequently disclosed to it lawfully by a third party who did not obtain the same (whether directly or indirectly) from the disclosing party; or
10.2.4 is trivial or obvious.
11.1 If at any time during the currency of the Contract the Client wishes to alter the Technical Services to be provided by Project Vision under the Contract then the Client shall provide Project Vision with full written particulars of such alterations and with such further information as Project Vision may reasonably require.
11.2 Project Vision shall then (at its option) either: -
11.2.1 submit to the Client as soon as reasonably practicable a written quotation for such alterations specifying what changes (if any) will be required to the terms of the Contract; or
11.2.2 inform the Client that Project Vision does not agree to make such alterations (such agreement not to be withheld unreasonably) in which case the Contract shall continue in force unchanged subject to Condition
11.3 Upon receipt of a quotation under Condition 11.2.1 the Client may elect either: -
11.3.1 to accept such quotation in writing in which case the Contract shall be amended in accordance therewith; or
11.3.2 to withdraw the proposed alterations in which case the Contract shall continue in force unchanged (subject to Condition 11.4).
11.4 Project Vision shall be entitled to make a reasonable charge on a time and materials basis for considering such alterations and (where applicable) preparing the said quotation and if such activity results in a delay in the performance of the obligations of Project Vision under the Contract then Project Vision shall not be liable for such delay and shall be entitled to an extension of time for performing its obligations equal to the period of the delay.
11.5 Project Vision shall not be obliged to consider or make any alterations to the Contract except in accordance with the above procedure.
12.1 The copyright and all other intellectual property rights of whatever nature in all work which has been or will be developed by Project Vision in the performance of its obligations under the Contract (“the Proprietary Rights”) shall be and shall remain vested in Project Vision. Project Vision hereby undertakes to grant the Client upon request on such terms as may be agreed such license(s) as are necessary to enable the Client to make use of the same solely for the Client’s own internal purposes.
12.2 The Client hereby grants Project Vision a non-exclusive, world-wide, royalty-free license to the Client’s pre-existing copyright and other intellectual property rights to the extent necessary for Project Vision to perform its obligations under the Contract and will indemnify Project Vision fully against any breach of this Condition.
12.3 The Client warrants that it is able to grant Project Vision all necessary rights and licenses in respect of any third party intellectual property rights licensed to the Client to the extent necessary for Project Vision to perform its obligations under the Contract and will indemnify Project Vision fully against any breach of this Condition.
12.4 All documentation, educational material and all other written information in any form, including electronic, provided by Project Vision during supply of the Technical Services are protected by Project Vision copyright. All such materials are provided for the sole use of the Client and may not be copied or reproduced in any form without the prior written consent of Project Vision. All authorised copies shall carry Project Vision’s approved copyright notice.
Project Vision shall provide the Technical Services in a professional manner and in accordance with the published and manufacturers’ standards and will be provided with reasonable skill and care. Project Vision shall not be responsible for any business decisions made, or actions taken by the Client based on any part of the Technical Services.
14.1 The contract will be deemed to be continuous unless formally terminated in writing giving three months’ notice
14.2 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of the Contract and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its credits or has a receiver or administrator appointed.
14.3 Upon termination the Client shall pay Project Vision for all Technical Services performed (on a time and materials basis according to Project Vision’s then current Price List) and charges (including any reasonable cancellation charges of supplier’s sub-contractors or suppliers) incurred by Project Vision up to the date of termination.
15.1 The Client will:
15.1.1 promptly furnish Project Vision with such information and documents as Project Vision may reasonably request for the proper performance of its obligations under the Contract;
15.1.2 ensure that its employees co-operate fully with Project Vision;
15.1.3 make available to Project Vision such office and secretarial services at the Client’s premises as may be necessary for the proper performance by Project Vision of its work under the Contract.
16.1 Project Vision may provide the same or similar services to other customers.
16.2 The Client may not assign any of its rights or obligations without Project Vision’s written consent.
16.3 Project Vision shall be entitled to sub-contract the performance of the whole or any part of the Contract provided that the Client is given reasonable notice and they ensure that they agree with this agreement.
16.4 Any notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this Condition to the party giving the notice.
16.5 Either party’s failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights.
16.6 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity or enforceability of the other provisions of these Conditions and the remainder of any provision in question shall not be affected.
16.7 These Conditions and the Contract shall in be governed and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English Courts for the settlement of all disputes or claims which may arise out of or in connection with the Contract.
Company Name Project Vision Ltd, registered in England
VAT Number 980 7473 85
Registration Number 04488158
Registered Office: Project Vision Limited, Plaza Building, 102 Lee High Road, Lewisham, London SE13 5PT
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