These terms and conditions are to be read in conjunction with all Mosaic Island proposals and/or statements of work (‘Proposal/SOW’).
A Mosaic Island Limited a company incorporated in England & Wales (registration number 5882056) of 25 Moorgate, London, EC2R 6AY (‘the Consultancy’), and
B The client who purchases the Services from the Consultancy and whose details are set out in the Proposal/SOW (‘the Client’).
(a) The Consultancy’s field of expertise covers information technology design and delivery, that includes the provision of enterprise/solution design together with the full range of delivery cycle skills to deliver pragmatic, business led solutions details of which are specified in the applicable Proposal/SOW(‘Services’).
(b) The Consultancy agrees to supply the Services and the Client agrees to engage the Consultancy on the following terms and conditions:
1. Nature of these terms and conditions
1.1. These terms and conditions together with the Proposal/SOW form the contract (‘Contract’) for the supply of the Services by the consultancy to the Client.
1.2. This Contract shall be deemed to have come into force on the date that the Client instructs the Consultancy to undertake the Services and the Consultancy agrees to do so.
1.3. A Contract formed on the basis of these terms and conditions is governed only by these terms and conditions and by no others, except where both parties expressly agree otherwise in writing. In particular, it is agreed that any purchase order or other such document from the Client is intended for the Client’s own administrative purposes only and that notwithstanding its wording, neither a purchase order or other such document nor its content will have any legal effect.
1.4. These terms and conditions shall prevail if there is any conflict between them and the Proposal/SOW.
1.5. Either party may request a change to the nature or scope of Services covered by a Proposal/SOW. Any such request shall be sufficiently detailed to enable the other party to assess the impact of the proposed change. No such change will become effective until agreed in writing between the parties.
1.6. This Contract is not exclusive; the Consultancy is and remains at liberty to provide services to third parties, and the Client is and remains at liberty to engage services (including similar services) from third parties. The Consultancy reserves the right to decline to provide any advice and assistance outside the scope of the Services as specified in the applicable Proposal/SOW, even if the Consultancy may previously have provided such additional advice and assistance.
2.1. The Consultancy will provide Services as agreed from time to time in the applicable Proposal/SOW, so far as is reasonably practicable within any agreed timescale specified in the applicable Proposal/SOW, and with all proper skill and care.
2.2. As an independent professional organisation, the Consultancy will not be subject to the direction or control of the Client, and itself accepts the responsibility for the proper provision of Services. It is the Consultancy’s responsibility to maintain adequate Professional Indemnity, Employer's Liability, and Public Liability insurance.
2.3. The Consultancy is responsible for maintaining reasonable continuity in personnel providing Services on its behalf, but reserves the right in its sole discretion to make changes from time to time; no additional charge will be made for any handover period, and the Consultancy remains responsible for Services performed by any individual on its behalf. Where the Consultancy’s charges are on a time and materials basis, or where any individual who will provide Services is named in a Proposal/SOW, it is the Consultancy’s responsibility to ensure that the relevant skills and experience of any replacement personnel remain commensurate with the fee rates charged.
2.4. It is the Client’s responsibility to afford the Consultancy with such access and staff cooperation as the Consultancy may reasonably require for the proper performance of any Services.
3. Copyright and Intellectual Property Rights
3.1. ‘Intellectual Property Rights’ means patents, copyright and related rights, trade marks and service marks, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
3.2. ‘Deliverable’ means a work produced by the Consultancy in the course of Services for delivery to the Client.
3.3. Where pre-existing Intellectual Property Rights are incorporated in any Deliverable, the Client has non-exclusive irrevocable world-wide royalty free licence to use modify and distribute such pre-existing works, but only as part of the Deliverable; all other rights in the pre-existing Intellectual Property Rights are reserved and remain with the Consultancy.
3.4. Subject to clause 3.3, all Intellectual Property Rights in any Deliverable, other than pre-existing Intellectual Property Rights, pass to the Client upon payment of all fees due to the Consultancy which relate to that Deliverable, and the Consultancy will execute a formal assignment thereof on request by the Client.
3.5. The Consultancy will indemnify the Client against infringement of third party Intellectual Property Rights by a Deliverable, provided that the Client notifies the Consultancy of any relevant third party Intellectual Property Rights promptly on such rights becoming known to or suspected by the Client.
4. Charges and Payment
4.1. Estimates are subject to change if based on incorrect information provided by the Client, or if any specified dependencies / facilities are not available on time, or if any equipment required to be provided by the Client fails to operate correctly (save where the engagement itself is for the repair thereof).
4.2. All sums due shall be invoiced and paid as specified in the applicable Proposal/SOW. The Client will pay the Consultancy’s invoices, plus VAT, within 30 days of the date of the invoice. Unless otherwise specified, where payment is on a time and materials basis, the Consultancy may invoice monthly.
4.3. If any of the Consultancy’s invoices becomes overdue, the Consultancy may suspend provision of Services, and any agreed timescale will be automatically extended; the Consultancy may also terminate this Contract for material breach whilst any payment is more than 7 days overdue.
5. Limitation of Liability
Save to the extent expressly provided, all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. The Consultancy is not liable for any loss or damage in excess of the higher of (a) ₤100,000, or (b) 125% of the total sums payable in any one month under a Proposal/SOW, except where it may not lawfully exclude or limit liability. Each party expressly excludes liability for consequential loss or damage, loss of profit, business, revenue, goodwill or anticipated savings. Any liability or remedy for innocent misrepresentation is expressly excluded. Neither party excludes or limits liability for death or personal injury or for fraud or fraudulent misrepresentation.
6.1. The Contract and shall continue until the Services have been completed or either party ends it as set out below or as otherwise permitted in these terms and conditions.
6.2. Either party may terminate this Contract:
6.2.1. on 14 days’ written notice; or
6.2.2. immediately if the other breaches these terms and conditions and if the breach is capable of being remedied, has not been remedied within 30 days of receipt of written notice requiring it to be remedied; or
6.2.3. immediately if the other is unable to pay its debts or enters into compulsory or voluntary liquidation or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed or ceases for any reason to carry on business or takes or suffers any similar action which means that it may be unable to pay its debts.
6.3. On termination of this Contract by either party the following will apply:
6.3.1. any rights or obligations which have accrued prior to termination will not be affected; and
6.3.2. all Confidential Information belonging to the other will be returned or destroyed within 14 days.
7. Force Majeure
If either party is obstructed in performing any of its obligations under this Contract by an event outside its reasonable control, then performance to the extent obstructed is suspended for so long as the obstruction continues. Whilst performance is suspended and has been so for more than 7 days, either party may terminate this Contract by immediate written notice.
8. Staff obligations
8.1. Neither party wishes to create or imply any mutuality of obligation between themselves either in the course of, or between, any performance of the Services.
8.2. Each party solely retains all the responsibilities and rights of an employer towards and in relation to its own employees. Neither party seconds its employees to the other. Each party will indemnify the other against any claims brought by or in relation to its own employees, whether such claims relate to employment, tax, national insurance, or otherwise.
8.3. Neither party will employ, engage, or otherwise solicit any person who during the previous 12 months was an employee or sub‑contractor of the other and with whom such party had material contact in connection with Services performed under any Proposal/SOW, until 6 months after this Contract has terminated.
9. Data Protection
9.1. The Consultancy will (and will procure that its agents, subcontractors and employees will) comply with the provisions of the Data Protection Act 1998 (“DPA”).
9.2. If the Consultancy’s agents, subcontractors or employees are permitted access to any personal data as defined by the DPA (“Personal Data”) held by the Client for any reason connected with this Contract or are supplied with or otherwise provided with Personal Data by the Client or on the Client’s behalf for any purpose, or are supplied with or otherwise provided with Personal Data relating to any employee, client or subcontractors, the Consultancy will:
9.2.1. use, hold or process such Personal Data only for purposes of performing the obligations under this Contract and only in a manner directed by the Client and will not otherwise modify, amend or alter the contents of such Personal Data or disclose or permit the disclosure of such Personal Data to any third party, unless specifically authorised to do so by the Client or as required by law or any regulatory body or as required for the performance of the Services and shall take all such steps as may be necessary to safeguard such Personal Data;
9.2.2. without prejudice to the generality of the foregoing, ensure that appropriate technical and organisational measures shall be taken against the unauthorised or unlawful processing of such Personal Data and against the accidental loss or destruction of, or damage to, such Personal Data;
9.2.3. not (and will procure that its agents, subcontractors or employees will not) process or transfer any Personal Data outside the European Economic Area without the Client’s prior written consent;
9.2.4. co-operate with the Client in complying with any request for access or query from any data subject, as that term is defined by the DPA, and/or responding to any enquiry made, or investigation or assessment of any processing initiated by the Office of the Information Commissioner in respect of such Personal Data; and
9.2.5. return such Personal Data to the Client on demand and destroy any copies thereof and confirm to the Client that such actions have been taken.
9.3. The Client shall pay the Consultancy’s reasonable costs of complying with subsections 9.2.4 and 9.2.5 of this clause.
The Consultancy will comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010 and will not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the UK Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK.
11.1. ‘Confidential Information’ means any information relating to the business of the disclosing party which is not publicly available including, but not limited to, any information specifically designated by the disclosing party as confidential; any information supplied to the disclosing party by any third party in relation to which a duty of confidentiality is owed or arises; and any other information which should otherwise be reasonably regarded as possessing a quality of confidence or as having commercial value in relation to the business of the disclosing party.
11.2. Unless the parties have signed a separate agreement containing more specific provisions in relation to confidentiality (in which case the provisions of such agreement will continue to apply in lieu of this clause), each party will keep any Confidential Information disclosed by the other secret. Neither party may use or take advantage of any Confidential Information without the discloser’s consent, even after the end of this Contract.
11.3. The obligation in clause 11.2 does not apply to;
11.3.1. information known to the receiver before disclosure by the other party; or
11.3.2. information which becomes public knowledge without fault on the part of the receiver; or
11.3.3. disclosures made to the extent required by some applicable legal or regulatory requirement.
12. Third Party Rights
A person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
No variation of this Contract including any Proposal/SOW shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.1. A waiver of any right or remedy under this Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
14.2. A failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
14.3. No single or partial exercise of any right or remedy provided under this Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
14.4. A party that waives a right or remedy provided under this Contract or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
Any notice to be given by either party to the other shall be in writing and may be sent by recorded delivery at its registered office (if a company) or its principal place of business (in any other case) and shall be deemed to be served 2 days following the date of posting.
16. Entire Agreement
Neither party enters in to Contract on the basis of or relying on any representation, warranty or other provision not expressly stated herein.
These terms are governed by the laws of England & Wales, whose courts shall have sole jurisdiction in relation to all matters arising.
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