These Terms and Conditions of Business are between Nexithon Ltd (hereinafter called the “Firm” and the client hiring the services (hereinafter called the “Client”). No alteration to these terms and conditions will be effective unless agreed to by a Director of the Firm and in writing.
The arrangement by the Client to commence the Firm in writing / email shall be deemed to be acceptance of and agreement to these terms and conditions set out to the Client.
1. This Agreement with all its terms and conditions is legally binding and constitutes the terms of your use of all its services. This agreement may be modified by the Firm from time to time, as deemed necessary, and notice will be served to the Client on such occasions.
2. By using the Firms services the client represents and warrants that they have the right, authority, and capacity to enter into this agreement either on their own or on behalf of a corporate entity and that the Client agrees to abide by all its terms and conditions without any reservation.
3. The work to be carried out will be set out in the “Scope of Work” or “SoW” and must be outlined by the Client and the work is to be completed by the Firm. Both parties acknowledge and agree that from time to time during this agreement there may be additional services required by the Client. The specifications and pricing of these services will be mutually agreed upon and confirmed via written instruction which is agreed before commencement of such work.
4. Nexithon will not accept responsibility or be liable for costs or consequential loss by any party due to errors or omissions on the drawings. All work submitted to the Client must be checked by the Client and all liabilities rest with the Client and will be covered under the clients Professional Indemnity Insurance. All Nexithon Clients shall be responsible for a final check of work prior to Issuing that work to any other party. Any errors identified in the information provided by Nexithon will be corrected by Nexithon at no additional cost providing it was part of the original SOW.
5. Fees for projects will be charged on a project specific basis depending on the service selected by the Client. The rates will depend on the level of expertise selected by the Client. Any additional work agreed outside the “SoW” that has been agreed in writing may be invoiced on an hourly rate or agreed project rate as agreed in writing.
6. The Client represents and warrants that they will not use the Firms Services for illegal, offensive or unethical purposes or activities, which shall be determined at the sole discretion of the Firm.If the Client uses the Services for illegal, offensive or unethical purposes (including infringement of trade secrets or copyrights or trademarks), the Client agrees to indemnify the Firm for any liabilities, damages, costs or expenses the Firm incurs or is likely to incur related to any such
activities or purposes.
7. The Client agrees not to use the Firms Services to transfer or secure illegal copyrighted work, pirated computer programs or links to them, information to circumvent manufacture-installed copy-protect devices, restricted access to passwords, pirated project related drawings or diagrams or plans.
8. The Client agrees that the Firm is not responsible for any incorrect or inaccurate information given to them by the Client in conjunction with the services provided. The Firm will perform the services rendered in a professional manner.
9. Covenant Not to Solicit Personnel – the Client agrees that they will not, during the term of this Agreement and for a period of one (2) years after the termination or expiration of this Agreement, directly or indirectly, solicit for employment, attempt to employ or affirmatively assist any other person or entity in employing or soliciting for employment of any person employed or hired as a service provider by the Firm.
10. Invoices can be paid either by Bank Transfer or through PayPal. All bank transfers and PayPal related costs will be borne by the Client. LATE PAYMENTS -. If the Firm does not receive payment from the Client as per payment terms in the agreed quotation, the Firm, in its sole discretion, may (1) suspend or discontinue access to the Services; and/or, (2) charge the Client interest at the rate of 2% above the prevailing base rate. Invoices will be raised according to the agreed payment schedule and will be due for settlement within 14 days.
11. Should the Client wish to terminate the Firm’s services, the Firm will require this instruction in writing or via email. However any dues as on the date of termination of the Agreement will be required to be cleared with immediate effect.
12. The Firms entire liability based in connection with any services furnished by the Agreement shall be limited to the total fees paid to the firm for any particular stage in a project, or any specific task undertaken within a project, a month/week or day engaged. No action arising out of the Agreement may be brought by either party more than 3 months after the occurrence of the work giving rise to such action.
13. Except in respect to the amounts payable arising out of claims based upon willful, malicious or grossly negligent conduct of the liable party, neither the Firm or anyone else who has been involved in the creation, production or delivery of the services shall in any event whatsoever be liable for any indirect, consequential, punitive or incidental damages in excess of the total price Paid by the Client to the Firm (including damages for loss of business profits, business interruption, loss of business information and the like) arising out of the use or inability to use the services even if the Firm has been advised of the possibility of such damages.
14. The introduction and use of the Firms services to the Client is to be kept confidential in compliance with GDPR and the identity of the services need not be discussed with any other person, company or corporation without the express permission of the Client.
(ii) To the extent that any materials, information or documentation is provided by the Client to the Firm pursuant to this Agreement, these shall remain the property of the Client and the Firm acquires no rights in any materials, information or documentation provided to it by the Client.
(iii) The Client grants to the Firm a non-exclusive, non-transferable licence to use the provided materials, information or documentation solely to the extent necessary for the provision of the Services with the exception that the Firm shall not be permitted to use any trade marks, logos or brands of the Client (whether registered or unregistered) without the prior written consent of the Client.
(iv) To the extent that any materials, information or documentation is provided by the Firm to the Client pursuant to this Agreement, these shall remain the property of the Firm and the Client acquires no rights in any materials, information or documentation provided to it by the Firm. The Firm hereby grants to the Client a perpetual, irrevocable, royalty free, worldwide, transferable licence, with the right to sub-license to use all Intellectual Property Rights in all materials supplied to the Client pursuant to this Agreement for any purpose connected with the Company’s business.
(v) Data protection – Both the Firm and the Client warrants that they have complied and shall continue to comply at all times with all relevant provisions of the Data Protection Act 1998 (the DP Act) and GDPR and any regulations made under the DP Act and GDPR or other Applicable Requirements relating to data protection to the extent necessary to allow the Firm to provide the Services. The Parties further undertake to ensure that their respective Group Undertakings, employees, agents and sub-contractors do likewise, and to obtain and maintain all necessary notifications required by the DP Act and GPPR or other Applicable Requirements relating to data protection.
15. The Firm may engage subcontractors, suppliers and/or agents (Subcontractors) to provide the Services. Where the Firm subcontracts any of its obligations in accordance with this Agreement it shall Exercise the utmost care and skill in the selection, instruction and monitoring of such Subcontractors and shall ensure that such Subcontractors are working to the same quality as required by both parties.
16. This Agreement shall be governed by and construed in accordance with the laws of Ireland and the courts of Ireland shall have exclusive jurisdiction to deal with all disputes arising from on touching upon this Agreement.
17. The terms of this agreement will be confidential and will not be discussed with any firm or corporation without the consent of all parties.
17.2 If either party commits a material breach of the terms of this Agreement, the other party (“the complaining party”) shall be entitled without prejudice to its other rights and remedies under this Agreement to serve a written notice on the first party (“the defaulting party”):- specifying in reasonable detail and so far as the complaining party is reasonably able to determine the nature of the breach by the defaulting party; and requiring the defaulting party to remedy the same.
17.3 If the defaulting party within ten (10) working days after such written notice is given fails to commence to remedy the matter complained of (if capable of remedy) and thereafter diligently pursue and remedy such matter the complaining party will have the right to:- remedy such matter complained of with the full co-operation of the defaulting party and reserve the right to claim the costs of such remedial work from the defaulting party and at its discretion, to terminate this Agreement forthwith (without prejudice to its other rights and remedies under this Agreement and otherwise).
18. If at any time during this Agreement either party shall:-
(b) be acquired or controlled by another company or corporation, or
(c) cease or threaten to cease to carry on its business
the other party may terminate this Agreement immediately in writing