Mr Mxf Terms & Conditions

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General Terms and Conditions Mr MXF Ltd

  • Company Number 9964356
  • Registered Address First Floor Ridgeland House, 15 Carfax, Horsham, West Sussex, United Kingdom, RH12 1DY

Please read these Terms and Conditions carefully. All contracts that the Consultant may enter into for the provision of consultancy services shall be governed by these Terms and Conditions, and the Client engagement of the Consultant will constitute written acceptance of these Terms and Conditions.

TERMS AND CONDITIONS

1 Definitions

1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:

Charges means the following:

  1. the amounts specified in an agreed written Statements of Work;
  2. the amounts calculated by multiplying the agreed time-based charging rates by the time spent by the Consultant’s personnel performing agreed Services rounded to the nearest hour and capped to any agreed maximum;
  3. the amounts for specific itemized deliverables multiplied by the number of those deliverables supplied

Client means the person or entity and its affiliates and subsidiaries identified as receiving services from Mr MXF Ltd OR a definition provided in a Statement of Work;

Client Materials means all works and materials supplied by or on behalf of the Client to the Consultant for incorporation into the Deliverables or for some other use in connection with the Services;

Consultant means Mr. MXF Ltd., a company incorporated in England and Wales registration number 9964356 having its registered office at First Floor Ridgeland House, 15 Carfax, Horsham, West Sussex, United Kingdom, RH12 1DY;

Contract means a specific contract made under these Terms and Conditions between the Consultant and the Client defined by a Statement of Work;

Deliverables means those deliverables specified in the Deliverables section of a Statement of Work or in a Consultancy Agreement that the Consultant has agreed to deliver to the Client under these Terms and Conditions;

Effective Date means the date of execution of a Statement of Work incorporating these Terms and Conditions;

Intellectual Property Rights means all intellectual property rights wherever in the world, whether registrable or not-registrable, registered or unregistered, including any application or right of application for such rights and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs;

Services means the consultancy services specified in Section 2 of the Statement of Work;

Statement of Work means a written statement of work or a written Consultancy Agreement or a definition of work to be performed issued in a numbered and dated Quote from Mr MXF Ltd. agreed by or on behalf of each of the parties;

Term means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

Terms and Conditions means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Statement of Work, including any amendments to that documentation from time to time;

Third Party Materials means the works and/or materials comprised in the Deliverables excluding the Client Materials, the Intellectual Property Rights in which are owned by a third party, and any works and/or materials which are specified in a Statement of Work or which the parties agree in writing shall be incorporated into the Deliverables.

2 Term

2.1 The Contract shall come into force upon the Effective Date.

2.2 The Contract shall continue in force until:

  1. all the Services have been completed;
  2. all the Deliverables have been delivered; and
  3. all the Charges have been paid in cleared funds,
  4. a defined termination date in the Contract has passed upon which it will terminate automatically, subject to termination in accordance with Clause 10.

2.3 Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.

3 Services

3.1 The Consultant shall provide the Services to the Client in accordance with these Terms and Conditions.

3.2 The Consultant shall provide the Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Consultant’s industry.

4 Deliverables

4.1 The Consultant shall deliver the Deliverables to the Client.

4.2 The Client must promptly, following receipt of a written request from the Consultant to do so, provide written feedback to the Consultant concerning the Consultant’s proposals, plans, designs and/or preparatory materials relating to the Deliverables and made available to the Client with that written request.

4.3 The Consultant shall use reasonable endeavours to ensure that the Deliverables are delivered to the Client in accordance with the timetable set out in the Statement of Work.

4.4 The Consultant warrants to the Client that:

  1. the Deliverables will conform with the requirements of the Statement of Work subject to any agreed, written amendments to the Deliverables specification;
  2. the Deliverables will be free from material defects to the extent that such defects can be measured within 14 days of delivery;

5 License

5.1 The Consultant hereby grants to the Client a non-exclusive, worldwide, perpetual and irrevocable license to copy, store, distribute, publish, adapt, edit and otherwise use the Deliverables excluding the Third-Party Materials and the Client Materials for the purposes agreed in the Statement of Work.

5.2 For the avoidance of doubt, the Consultant restricts the use of the Deliverables according to any License terms in the agreed Statement of Work and its amendments.

6 Charges

6.1 The Client shall pay the Charges to the Consultant in accordance with these Terms and Conditions.

6.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Client to the Consultant.

7 Payments

7.1 The Consultant shall issue invoices for the Charges to the Client from time to time during the Term

7.2 The Client must pay the Charges to the Consultant within the period of 30 days following the issue of an invoice in accordance with this Clause 7.

7.3 The Client must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque in the currency stated on the invoice.

7.4 If the Client does not pay any amount properly due to the Consultant under these Terms and Conditions, the Consultant may:

  1. charge the Client interest on the overdue amount at the rate of 10% per annum above the Bank of England base rate from time to time which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month; or
  2. claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

8 Warranties

8.1 The Consultant warrants to the Client that:

  1. the Consultant has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;
  2. the Consultant will comply with all applicable legal and regulatory requirements applying to the exercise of the Consultant’s rights and the fulfilment of the Consultant’s obligations under these Terms and Conditions; and
  3. the Consultant has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.

8.2 The Client warrants to the Consultant that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.

8.3 All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions and the applicable Statement of Work. Subject to Clause 9.1, no other warranties or representations will be implied into the Contract and no other warranties or representations relating to the subject matter of the Contract will be implied into any other contract.

9 Limitations and exclusions of liability

9.1 Nothing in these Terms and Conditions will:

  1. limit or exclude any liability for death or personal injury resulting from negligence.
  2. limit or exclude any liability for fraud or fraudulent misrepresentation.
  3. limit any liabilities in any way that is not permitted under applicable law; or
  4. exclude any liabilities that may not be excluded under applicable law.

9.2 The limitations and exclusions of liability set out in this Clause 9 and elsewhere in these Terms and Conditions:

  1. are subject to Clause 8.1; and
  2. govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort including negligence and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

9.3 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.

9.4 Neither party shall be liable to the other party in respect of any loss of revenue or income.

9.5 Neither party shall be liable to the other party in respect of any loss of use or production.

9.6 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities. 9.7 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software.

9.8 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

10 Termination

10.1 Either party may terminate the Contract by giving to the other party at least 15 days written notice of termination.

10.2 Either party may terminate the Contract immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.

10.3 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

  1. the other party:
    • a. is dissolved;
    • b. ceases to conduct all (or substantially all) of its business;
    • c. is or becomes unable to pay its debts as they fall due;
    • d. is or becomes insolvent or is declared insolvent; or
    • e. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
  2. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
  3. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract); or

11 Effects of termination

11.1 Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 5, 7.2, 7.4, 9, 11, 12.2 and 14.

11.2 The termination of the Contract shall not affect the accrued rights of either party.

12 Status of Consultant

12.1 The Consultant is not an employee of the Client, but an independent contractor.

12.2 The termination of the Contract will not constitute unfair dismissal; nor will the Consultant be entitled to any compensation payments, redundancy payments or similar payments upon the termination of the Contract.

13 Subcontracting

13.1 The Consultant may subcontract any of its obligations under the Contract, providing that the Consultant must give to the Client, in advance of the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.

13.2 The Consultant shall remain responsible to the Client for the performance of any subcontracted obligations.

14 General

14.1 No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.

14.2 If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

14.3 The Contract may not be varied except by a written document signed by or on behalf of each of the parties.

14.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.

14.5 The Contract is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.

14.6 Subject to Clause 8.1, a Statement of Work, together with these Terms and Conditions, shall constitute the entire agreement between the parties in relation to the subject matter of that Statement of Work, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

14.7 These Terms and Conditions shall be governed by and construed in accordance with English law.

14.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.