TECHNI-K LIMITED PRODUCT TERMS AND CONDITIONS
The Customer’s attention is particularly drawn to the provisions of clause 3.
1. INTELLECTUAL PROPERTY RIGHTS
1.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Techni-K.
1.2 Unless Techni-K gives express written consent, the Customer shall not allow any third party to use the Documents in any circumstances. The Documents are provided by Techni-K specifically for the Customer and any use of the Documents by any other person shall constitute copyright infringement by both the Customer and the third party in question and a breach of this agreement by the Customer.
1.3 The Customer shall notify Techni-K immediately if the Customer becomes aware of any unauthorised use of the whole or any part of the Documents by any person.
1.4 Techni-K grants a licence to the Customer for the Customer’s use of any such Intellectual Property Rights in the Documents for the limited purpose of using the Documents in the Customer’s business. Any breach by the Customer of this limited licence will result in the licence being terminated and a potential claim for copyright infringement against any third parties found to be using the Documents in any other way.
A party (“receiving party”) shall keep in strict confidence all technical or commercial know-how, Proposals, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (“disclosing party”), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 2 shall survive termination of the Contract.
3.1 To the extent permitted by law, Techni-K
3.1.1 disclaim all warranties with respect to the Services, either express or implied, including but not limited to any implied warranty relating to quality, fitness for any particular purpose or ability to achieve a particular result; and
3.1.2 makes no warranty that the Documents will be approved by any relevant authority and/or pass any audit carried out by such authority and the Customer acknowledges and agrees that failing to pass an audit shall not constitute a breach of this Agreement by Techni-K.
4. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
4.1 Nothing in these Conditions shall limit or exclude Techni-K’s liability for:
4.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
4.1.2 fraud or fraudulent misrepresentation; or
4.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
4.2 Subject to clause 4.1:
4.2.1 Techni-K shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
4.2.2 Techni-K’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Charges payable by the Customer arising out of the Contract.
4.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
4.4 This clause 4 shall survive termination of the Contract.
5.1 Assignment and other dealings.
5.1.1 Techni-K may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
5.1.2 The Customer shall not, without the prior written consent of Techni-K, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
5.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
5.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 5.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after transmission.
5.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
5.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
5.3.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
5.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
5.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
5.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
5.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Techni-K.
5.8 Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
5.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).