Ravensbeck Limited – Terms and Conditions of business

1. Applicable terms:  These standard terms and conditions of business (“Conditions”) shall apply to any contract (“Contract”) between Ravensbeck Limited (“Ravensbeck”) and a client to whom Ravensbeck is providing services and related goods (the “Client”), to the exclusion of any terms and conditions contained in any document of the Client or any other terms and conditions. No changes or additions shall be binding unless agreed in writing by both parties.
2. The project:  The parties will jointly agree the scope and price of a project (the “Project”), and such agreement may be by email. In the event of a conflict between these Conditions and the terms expressly agreed by the parties, then the latter shall prevail.
3. Time schedule:  The Client acknowledges that the time schedule for completion of the Project is approximate only and Ravensbeck shall not be responsible for any delay in completing the Project caused by force majeure or other factors beyond Ravensbeck’ control. Time for delivery of any element of the Project shall not be of the essence.
4. Fees and payments:  Unless otherwise agreed by the parties in writing:
   1. The Project fee shall be invoiced as follows:
      1. 50% prior to commencement of work by Ravensbeck; and
      2. the balance upon completion of the Project.
   2. No part of the Project fee is refundable.
   3. If the Client wishes to increase the scope or content of the Project, then Ravensbeck shall be entitled to charge an additional fee.
   4. Ravensbeck will charge out of pocket expenses (including travel and subsistence outside the United Kingdom) at cost, and such expenses will be invoiced to the Client at the end of the Project or at other mutually agreed intervals.
   5. All fees, charges and expenses are exclusive of value added tax, or any other taxes levied by the Client’s authorities in their country of origin, trading or registration.
   6. The Client shall pay all invoiced sums within 28 days of the date of the relevant Ravensbeck invoice, provided that the initial invoice for 50% of the Project fee shall be paid prior to delivery and presentation by Ravensbeck of Project results.
   7. If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy available to Ravensbeck, Ravensbeck shall be entitled to:
      1. suspend any further work on the Project; and
      2. charge the Client interest (both before and after any judgment) on the amount unpaid at the rate of 4 per cent over the base rate of Barclays Bank PLC from time to time until payment in full is made.
5. Intellectual property:
   1. Ravensbeck or its licensor shall retain ownership of all intellectual property rights existing in the algorithms, software and methodology it uses in carrying out work for the Client.
   2. Upon payment of all sums due to Ravensbeck in connection with the Project, Ravensbeck will grant to the Client a non-exclusive, non-transferable licence to use the results of Ravensbeck’ work for the Client’s own business only.
6. Liability:
   1. Ravensbeck has no obligation, duty or liability to the Client in contract, tort, for breach of statutory duty or otherwise beyond that of a duty to exercise reasonable skill and care in connection with the Project. The Client acknowledges and accepts that it is relying on its own judgment and on a variety of factors outside the scope of the Project in deciding whether to pursue a particular course of action, regardless of whether such course of action was recommended or supported by Ravensbeck.
   2. Ravensbeck does not limit its liability for death or personal injury caused by its negligence or by the negligence of its employees and agents, or for fraud or fraudulent misrepresentation.
   3. Subject to the provisions of Condition 7(b), and notwithstanding anything else contained in the Contract or these Conditions, Ravensbeck’ liability in contract, tort (including negligence or breach of statutory duty) or otherwise arising by reason of or in connection with the Contract or these Conditions shall be limited to a sum equal to the Project fee.
   4. Subject to the provisions of Condition 7(b), in no circumstances shall Ravensbeck be liable in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof
      1. for any increased costs or expenses
      2. for any loss of profit, business, contracts revenue or anticipated savings, or
      3. for any special, indirect or consequential damage of any nature whatsoever.
   5. If Ravensbeck is requested by the Client to use or liaise with third party suppliers, Ravensbeck shall not be responsible for the acts or omissions of any such third party supplier providing goods and services in connection with the Project.
7. Confidentiality and non-disclosure: Both parties acknowledge that during the term of this Agreement they will receive from the other party certain confidential information regarding the other party and its business. Both parties will treat all such information as confidential, will use such information only in performing the Project and will not disclose such information to any third party, either during the term of the Project or thereafter, without the prior written consent of the other party.
8. Governing law and jurisdiction: The Contract shall be governed by and construed in accordance with the laws of England and the parties irrevocably submit to the exclusive jurisdiction of the English Courts. It is agreed between the parties that the Contract shall be formed in England. The Client irrevocably waives any right to object to the jurisdiction of the English Courts on the ground of inconvenient forum. A judgment of the English Courts may be enforced in any jurisdiction.