1 Interpretation

In these Terms of Business, unless the context indicates otherwise:

Business Day means a weekday other than a statutory holiday in the relevant country;

Business Hours means between the hours of 09:00 and 17:30 on Business Days;

Confidential Information means:

information exchanged between P2V Systems and the Customer that is by it’s nature confidential and is exchanged in circumstances in which the receiver should have been aware that the information was confidential;

information that is agreed between the parties as constituting confidential information;

Customer means your business and includes the officers, employees and agents of your business;

Deliverables means the Products, Services and associated Material specified as Deliverables in the Scope Definition Documents;

P2V Systems means P2V Systems Limited and includes the officers, employees and agents of P2V Systems Limited;

P2V Systems Material means all Material in which P2V Systems retains intellectual property rights;

Intellectual Property includes all patents, trade marks, copyright, registered designs, technical or commercial information and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;

Material means the subject matter of any category of Intellectual Property rights;

New Material means Material supplied by P2V Systems to the Customer;

Project Initiation Document means a document setting out the detailed Products, Services and associated Material to be provided to the Customer by P2V Systems and the fees payable by the Customer for those Products, Services and associated Materials;

Proposal means a document setting out the nature of the Products, Services and associated Material to be provided by P2V Systems to the Customer;

Scope Definition Documents Includes, a Proposal Document, a Scope of Works and a Project Initiation Document;

Scope of Works Means the same as Proposal

2 Scope

Proposal

2.1 Where P2V Systems provides the Customer with a Proposal it will include the following:

a. the Scope and Deliverables in broad terms;
b. the fixed price, daily rate or hourly rate, exclusive of VAT applicable to the Deliverables that are fully defined in the Proposal;
c. an estimate of the fees payable by the Customer in relation to Deliverables that are not fully defined in the Proposal;
d. an indication as to whether Deliverables and fees are to be further specified in a Project Initiation Document.

Project Initiation Document

2.2 Where P2V Systems provides the Customer with a Project Initiation Document it will include the following:

a. detailed Scope;
b. detailed Deliverables;
c. fixed fees payable by the Customer in relation to the Deliverables;

2.3 Where there is any conflict between the Proposal and the Project Initiation Document, the terms of the Project Initiation Document will prevail.

Defining Deliverables and Scope

2.4 The Scope and the Deliverables will be specified in the Scope Definition Documents:

2.5 A list of assumptions and pre-requisites may be included in each of the Scope Definition Documents.

2.6 P2V Systems is not liable for any failure to fully satisfy a Deliverable, where that failure is due to an assumption or a pre-requisites not being met.

2.7 A list of items that are explicitly out of scope may be included in each of the Scope Definition Documents, in order to assist P2V Systems and the Customer in defining the Deliverables.

2.8 Notwithstanding Clause 2.7, an item that is not explicitly stated to be out of scope will not be implied to be within scope unless specifically addressed in the Deliverables.

Change Control

2.9 Amendment to the agreed Deliverables and associated fees as set out in the Scope Definition Documents, may only be made through agreement in writing by both parties.

2.10 The signing of a Change Control Form shall be taken to be agreement for the purposes of Clause 2.9.

Time Estimates

2.11 Scope Definition Documents may include time estimates.

2.12 P2V Systems will make every effort to supply the Deliverables in accordance with the relevant time estimates, however, time estimates are not binding on P2V Systems.

2.13 Time estimates relate to the time required to provide the Deliverables to the Customer.

2.14 Time estimates do not directly relate to the number of consultant days required, as 1 or more consultants may be involved in the provision of each Deliverable within the estimated time.

2.15 Any fluctuation in the actual time required to provide the Deliverables will not of itself affect the applicable fees.

3 Products

3.1 Delivery is deemed to take place when the Products are delivered to the Customer’s nominated address, whereupon the risks of loss, breakage and all damage and all other risks shall pass to the Customer.

3.2 Title in the Products shall not pass to the Customer until payment is received in full by P2V Systems.

4 Additional Services

4.1 Any Services supplied by P2V Systems that do not fall within the scope defined in the Scope Definition Documents, or the Warranty as set out in clause 11, will incur an additional cost to the Customer on a Time and Materials basis.

4.2 Additional Services will be charged on daily rate basis.

4.3 Where additional Services are performed outside of Business Hours the following multipliers will apply to the daily rate:

a. 1.5 – for Services performed between 5:30pm and 11:00pm on weekdays, and for Services performed between 9:00am and 11:00pm on Saturdays;
b. 2.0 – for Services performed between 11:00pm and 9:00am on any day, and for Services performed on Sundays and statutory holidays.

4.4 Additional Services will not be supplied except as requested by the Customer.

5 Additional Products

5.1 Any Products supplied by P2V Systems that do not fall within the scope, as set out in the Scope Definition Documents, or any applicable warranty, will incur an additional cost to the Customer.

5.2 Additional Products will not be supplied except as requested by the Customer.

6 Alterations

6.1 P2V Systems may at any time make any alterations to the Products and Services to be provided which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Deliverables.

7 Obligations of P2V Systems

Supply of Deliverables

7.1 P2V Systems agrees to:

a. provide to the Customer the Deliverables specified in Scope Definition Documents; and
b. to liaise with, and provide information to the Customer from time to time and as reasonably necessary.

Subcontracting of Obligations

7.2 P2V Systems may, at its discretion, sub-contract the performance of its obligations under any contract that incorporates these terms.

8 Customer Obligations

Review of Deliverables

8.1 The Customer agrees to review each Deliverable, and sign-off where appropriate, once P2V Systems has notified the Customer that the relevant Deliverable has been satisfied.

Customer Sign Off

8.2 The Customer agrees to review the work performed, and sign-off where appropriate, within 5 Business Days of P2V Systems notifying the Customer that all of the Deliverables, excluding ongoing Deliverables such as Support, have been satisfied.

8.3 Where the Customer is concerned that the Services provided by P2V Systems do not satisfy all of the Deliverables, the Customer agrees to notify P2V Systems immediately.

8.4 Where the Customer has not notified P2V Systems of any concerns under clause 8.3 within 10 Business Days of P2V Systems notifying the Customer that all of the Deliverables, excluding ongoing Deliverables such as Support, have been satisfied, the Customer will be deemed to have given sign-off.

Payment of Invoices

8.5 The Customer agrees to pay P2V Systems:

a. on the basis set out in the Scope Definition Documents;
b. the fees, in the instalments, specified in the Scope Definition Documents, within 14 Business Days of the issue of an invoice;
c. all reasonable freight and delivery charges;
d. in addition to the agreed fees, an amount to cover any liability of P2V Systems for VAT on any supplies made by P2V Systems which are subject to VAT.

Interest Payable on Outstanding Fees

8.6 In accordance with the Late Payment of Commercial Debts (Interest) Act 1998 interest will be payable on outstanding fees.

8.7 Where the fees are not received by P2V Systems within the period set out in Clause 8.5b, the Customer agrees to pay P2V Systems interest, on the basis set out in Clause 8.8, in addition to the outstanding fees.

8.8 Interest will be charged on the outstanding fees, at an annual percentage rate of 8% over the Bank of England’s Base Rate calculated on a daily basis, for each day that the fees are outstanding.

8.9 If paying by direct debit, please note that P2V Systems has appointed the BACS Approved Direct Debit Bureau, Eazy Collect Services Limited (www.eazycollect.co.uk), to collect your payments and Eazy Collect will be shown on your bank statement.

Liaison and Access to the Customer’s Site

8.10 The Customer agrees, at its own expense, to provide P2V Systems with:

a. a suitable representative to liaise with P2V Systems;
b. reasonable access to the Customer site, computer systems, equipment and Material necessary for P2V Systems to fulfil its obligations; and
c. the assistance specified in the Scope Definition Documents.
Reference Site
d. the Customer agrees that P2V Systems may publicise the fact that the Customer is a client of P2V Systems.

Non Solicitation

8.11 the Customer shall not :

a. solicit for employment;
b. directly induce the termination of employment with P2V Systems; or
c. employ (as an employee, subcontractor or independent contractor) ;
d. any of P2V Systems employees, during the period in which the employee is providing services to the Customer on behalf of P2V Systems and for a period of 6 months following the completion of those services.

9 Material

Customer Material

9.1 The Customer grants or shall procure a royalty-free, non-exclusive licence for P2V Systems to use, reproduce and adapt any Material provided to P2V Systems for the purposes of providing the Deliverables.

9.2 P2V Systems agrees to ensure that all Material provided to P2V Systems by the Customer is used only for the purposes of providing the Deliverables and in accordance with any reasonable conditions or restrictions set out by the Customer.

Intellectual Property in New Material

9.3 Except where specified to the contrary in the Scope Definition Documents, all intellectual property rights in the Material produced by P2V Systems in providing the Deliverables, including any software, document or other data embodied in any material form including electronic form, vest in P2V Systems.

9.4 Except as expressly permitted by a licence granted by P2V Systems, P2V Systems Material may not be:

a. reproduced or transmitted in any form, or by any means, electronically or mechanically; or
b. lent, resold, hired out, or otherwise circulated.

9.5 Clause 9.3 does not affect the ownership of Intellectual Property in any of the Customer Material incorporated into New Material.

Document Licence

9.6 Unless provided otherwise in the Proposal or Project Initiation Document, P2V Systems grants the Customer a permanent, irrevocable, royalty-free, world-wide, non-exclusive licence to use, reproduce and adapt the documents supplied by P2V Systems only for the purposes of configuration, maintenance and documentation of the Customers infrastructure.

10 Implied Terms

Exclusion of Implied Conditions and Warranties

10.1 Any condition or warranty which would otherwise be implied into these terms, is hereby excluded to the maximum extent permissible under law.

Prohibited Exclusion

10.2 Where legislation implies into these terms any condition or warranty, and prohibits provisions that would exclude or modify such a condition or warranty, P2V Systems’s liability for any breach of such a condition or warranty shall be limited at P2V Systems option to one or more of the following:

a. the supplying of the services again; or
b. payment of the cost of having the services supplied again

11 Warranty Period

Warranty Period

11.1 In relation to non-ongoing services, the warranty period is 30 days from the date on which the work performed has been signed off in accordance with clause 8.2 or 8.4, or as otherwise agreed in writing between the Customer and P2V Systems.

Extent of Warranty for Services and Materials

11.2 During the warranty period P2V Systems warrants that the Services and Materials supplied by P2V Systems to the Customer meet the Deliverables as set out in the Scope Definition Documents, and P2V Systems shall correct any defect in the Services and Materials provided that:

a. the defect falls within P2V Systems scope of responsibility as set out in the Scope Definition Documents.
b. the defect is not caused by the Customer or a third party, including the failure of the Customer or a third party to meet the assumptions or pre-requisites as set out in the Scope Definition Documents; and
c. P2V Systems is notified of the error within the warranty period.

Extent of Warranty for Products

11.3 In relation to all Products supplied to the Customer by P2V Systems, the Customer shall enjoy the full benefit of the relevant manufacturer’s warranty and any extended warranty purchased on behalf of the Customer.
11.4 The Customer shall follow the warranty procedure set out by the relevant manufacturer.
11.5 In relation to all Products supplied to the Customer by P2V Systems, P2V Systems does not provide any warranty in addition to the manufacturers warranty.

Obligation to Pay Fees

11.6 Any error in the Deliverables which may be addressed under clause 11 does not affect in any way the Customer ‘s obligations to pay agreed fees as they fall due.

12 Disclaimer

Good Faith

12.1 P2V Systems supplies Services in good faith and will exercise reasonable care and skill in the provision of Services, however the Customer relies on them at its own risk.

Limitation of Liability

12.2 P2V Systems does not limit its liability for death or personal injury caused by its negligence.

12.3 P2V Systems accepts no liability, whether in an action of contract, negligence or other tortious action, to the Customer for the following:

a. any loss arising from virus software;
b. any special, indirect or consequential loss;
c. any loss of profit, revenue, anticipated savings or bargain; or
d. any loss or corruption of data or software.

12.4 Subject to Clauses, 12.2, and 12.3 P2V Systems’s liability for breach of an agreement to supply Services is limited to the value of the agreement.

Force Majeure

12.5 P2V Systems shall not be in breach of an agreement to supply Services by reason of any delay in performing, or any failure to perform, any of P2V Systems’s obligations where the delay or failure is due to a cause beyond P2V Systems reasonable control.