General Terms and Conditions of Net Route Ltd

1.1 In these Terms and Conditions, unless the context otherwise requires, the following words have the following meanings:
“Agreement” means the agreement between the Client and Net Route Ltd for supply of the Services formed by these Conditions including but not limited to any software licence, source code licence, maintenance agreement, service agreement, development agreement or other;
“Client” means the party contracting for the Services as set out in any Agreement including any party acting as licensee or licensor;
“Conditions” means these terms and conditions;
“Content” means any information required for the Services;
“Content Delivery Schedule” means the schedule prepared by Net Route Ltd and provided to the Client detailing the dates by which the Client Content is to be delivered to Net Route Ltd;
“Delivery Date” shall mean the Milestone set out in the Agreement for delivery of the specified Services;
“Fee(s)” the fee(s) payable to Net Route Ltd for the Services as set out in any Agreement or supporting document;
“Net Route Ltd Content” means all computer software including standard or customised scripts and programs, all text, graphics, video, audio or other material or creative content (or any media) provided by Net Route Ltd and created for or used in the course of the providing of the Services;
“Intellectual Property Rights” means all vested, contingent and future intellectual property rights including but not limited to patents, copyrights, registered and unregistered trademarks, service marks, domain names, database rights, registered designs, design rights, know-how, inventions, get-up, confidential information, trade and business names and any other similar protected rights in any country subsisting now or in the future together with, in relation to any of the foregoing rights: (i) the right to sue for past infringements; (ii) any applications for registration (iii) any licenses;
“Milestones” means dates that may be identified in any Agreement by when events shall occur;
“Payment Schedule” means the schedule detailing the dates, amount and manner of payment to Net Route Ltd for the provision of the Services as set out in any Agreement;
“Services” means the services including the provision of website, development, licensing, software and code licences, maintenance, training, guidance, advice, hosting, service provision or support that Net Route Ltd agrees to provide to the Client in accordance with clause 3 of these Conditions;
“Services Schedule” means any schedule detailing the Works and Services and their associated costs;
“Specification” the specification for the Works and Services as set out in the Agreements;
“Works” means any and all works and materials provided or developed by Net Route Ltd in the provision of the Services including, without limitation, any software, any ancillary materials and any Net Route Ltd Content .

1.2 In these Conditions, unless the context otherwise requires: (a) words in the singular include the plural and vice versa and words in one gender include any other gender; and (b) a reference to: (i) “Net Route Ltd” includes any sub-contractor or agent of Net Route Ltd for the purposes of carrying out its obligations under the Agreement (ii) any party includes its successors in title and permitted assigns;
1.3 In the event of any conflict or inconsistency between these Conditions and (a) any Project Plan; (b) the Payment Schedule; or (c) any Specification; or (d) Services Schedule, or (e) any Schedule; (f) or any Agreement between the Client and Net Route Ltd then these Conditions shall prevail.
1.4 In these Conditions or any Agreement unless the context otherwise requires:
1.4.1words importing persons include firms, companies and corporations and vice versa;
1.4.2references to numbered clauses and schedules are references to the relevant clause in or schedule to these Conditions;
1.4.3the headings to the clauses, schedules and paragraphs of this Agreement will not affect the interpretation;
1.4.4any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment; and
1.4.5any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
1.5 Any party who agrees to do something will be deemed to fulfil that obligation if that party procures that it is done.

2. Agreements
2.1 These Conditions apply to all Agreements between Net Route Ltd and the Client.
2.2 Any Agreement will be on these Conditions to the exclusion of all other representations, warranties, terms and conditions whether rendered prior to or subsequent to these Conditions (including without limitation any terms or conditions which the Client purports to apply).
2.3 No variation of Agreement shall be binding unless agreed in writing between the authorised representative of Net Route Ltd.
2.4 No action by Net Route Ltd shall purport to its acceptance of any terms or conditions of any Client or third party and Net Route Ltd’s Conditions shall always be deemed subsequent to any other party’s terms and conditions unless otherwise stated in writing by an authorised officer of Net Route Ltd.
2.5 Any order placed by the Client shall be deemed an offer that shall be capable of acceptance by Net Route Ltd and shall be deemed accepted at the initial point of delivery of the services by Net Route Ltd.

3. The Services of Net Route Ltd
3.1 Net Route Ltd shall supply the Client with the Services exercising all reasonable care and skill.
3.2 The parties shall meet from time to time or discuss by telephone or by other communications in order to review progress on the provision of the Services and to agree any minor variations to any Specification and Services Schedule. No such variations shall be valid unless signed by an authorised representative of Net Route Ltd.
3.3 The parties may enter into a new Agreement in respect of any requirement by the Client for variations that are substantial.
3.4 Subject to the Client’s compliance with clause 4, Net Route Ltd shall provide the Services in accordance with the applicable Agreement, Licence, Specification and/or Services Schedule.
3.5 Net Route Ltd is under no obligation to handle technical enquiries from third parties following completion of the Services. In the event of the Client requiring maintenance or support services, these services will be for the avoidance of doubt covered by these Conditions.

4. Assistance from the Client
4.1 The Client shall at all times provide Net Route Ltd with such assistance, co-operation, information, entrance onto premises permission, licences and source materials as may reasonably be necessary to enable Net Route Ltd to fulfil its obligations under the Agreement.

5. Delivery
5.1 Net Route Ltd shall deliver the Services in accordance with the Milestones.
5.2 If Net Route Ltd fails to deliver any of the Services in accordance with the Milestones then (in the absence of any default on the part of the Client or in the absence of force majeure as described in clause 14 below) the Client shall notify Net Route Ltd of its failure to deliver and request that Net Route Ltd cure such failure.
5.3 If the Client fails to deliver any Content by the due date and such Content remains undelivered for a period of five (5) working days following the due date then, without prejudice to any other rights or remedies of Net Route Ltd, Net Route Ltd may in its discretion notify the Client of its intention to (and shall be entitled to) charge an additional fee of [Ј ] per working day commencing on the date of such notice and continuing until the Client, where applicable, either notifies Net Route Ltd of its wish to postpone the Services in accordance with clause 5.4 below, or the termination of this Agreement, whichever is earlier.
5.4 Net Route Ltd shall be entitled to charge for works carried out prior to any suspension of work in accordance with clause 5.3 at the request or default of the Client. Net Route Ltd shall be at liberty to re-assign its staff and resources to other work. Any work suspended for the reasons aforesaid shall recommence at Net Route Ltd’s absolute discretion. In the event of Net Route Ltd staff and resources assigned to the Client’s project being unable to perform any other work for any other Clients on the assigned days then Net Route Ltd reserves the right to charge the Client for waiting time at a rate of [ Ј ] per man per day.
5.5 The failure of the Client to provide any Content within thirty (30) working days of the due date (provided it has not elected to postpone the Services in accordance with clause 5.4 above) shall be a material default for the purposes of clause 12 of these Conditions in the absence of any written Agreement to the contrary.
5.6 Net Route Ltd reserves the right to charge the Client in respect of any additional work involved where content supplied by the Client is not clear, legible or is incomplete.
5.7 Risk in the Works shall pass to the Licensee on Delivery. If any part of the Works shall thereafter be lost, destroyed or damaged the Net Route Ltd shall promptly replace the same (embodying the relevant part of the Software) subject to the Client paying the full cost of such replacement.
5.8 Client shall be responsible for Net Route Ltd’s expenses incurred by the failure of the Client to deliver any Content required by Net Route Ltd.

6. Change Control
6.1 At any time prior to the Delivery Date Net Route Ltd may in writing recommend or and the Client in consideration of a further payment may in writing request from time to time changes to any part of the Specification. Notwithstanding anything to the contrary in these Conditions Net Route Ltd shall not be under any obligation to agree to any request or recommendation for a change.
6.2 Any investigation into the proposed change shall be carried out only on the Client’s prior written instruction and following investigation (if any) Net Route Ltd will give a written estimate showing the increase or decrease in the Fees and any related effect on other contractual matters including without limitation Delivery Date should the proposed change be implemented.
6.3 Should the Client wish to proceed with the proposed change it will instruct Net Route Ltd in writing of its wish within [ ] working days of the receipt of the written estimate (or such longer period as may be agreed). Those parts of these Conditions affected by the change will then be deemed to be modified accordingly.
6.4 Until any change is formally agreed between Net Route Ltd and the Client, Net Route Ltd will continue to perform and be paid for the Services as if the change had not been proposed. If the proposed change represents a significant alteration from the Specifications set out in any Services Schedule then Net Route Ltd may make a reasonable charge for implementing the proposed change.

7. Payment
7.1 In consideration for performance of the Services, the Client shall pay the Fees in accordance with the Payment Schedule or Agreement, at the time set out therein.
7.2 All sums payable under any Agreement are exclusive of VAT, which shall be charged in addition at the prevailing rate and shall be paid by the Client on submission of a valid tax invoice.
7.3 Title to any product, software or any Services where applicable shall not pass to the Client until Net Route Ltd has received full payment of the Fees.
7.4 Furthermore, the Client shall pay such reasonable out -of- pocket expenses incurred by Net Route Ltd together with such sums as may become due under these Conditions.
7.5 Payment of the Fees and other charges are due within [ ] working days of the date of an invoice from Net Route Ltd. Net Route Ltd shall be entitled to charge interest on late payments at the rate of 4% above the base rate of [Fred who do you bank with?] current during that time on any amount outstanding, which is not paid in accordance with this clause. Net Route Ltd is aware of its rights under the Late Payment of Commercial Debts (Interest) Act 1998.
7.6 If the Client fails to pay any of the Fees in accordance with this clause, the directors of the Client shall be personally liable for payment of all unpaid Fees.
7.7 Net Route Ltd shall be entitled at any time, and from time to time, to increase Fees to accord with any change in its standard scale of charges by giving to the Client not less than 30 days notice.

8. Intellectual Property Rights
8.1 Intellectual Property Rights in the Works and Services or which arise out of or are acquired in the performance of this Agreement are and shall remain vested in Net Route Ltd.
8.2 The Client undertakes not to reverse engineer, decompile or disassemble the Works except to the extent permitted under Section 50 of the Copyright Designs and Patents Act 1988 or otherwise under law.
8.3 Net Route Ltd shall be entitled to include a footer credit or similar in an appropriately unobtrusive manner containing an appropriate acknowledgement of the Intellectual Property Rights of Net Route Ltd and of the work carried out by Net Route Ltd including a link to their own web site at www.netroutes.co.uk
8.4 Net Route Ltd shall be entitled to use the trading names and trade marks and service marks of the Client (in a reasonable manner) in the production of corporate brochures, press releases and similar printed or online materials solely for the purposes of promoting Net Route Ltd and its Services to third parties. Net Route Ltd shall supply the Client with copies of such use on request.
8.5 The Client shall at the earliest opportunity: (a) notify Net Route Ltd of any infringement or suspected infringement by a third party of Net Route Ltd’s Intellectual Property Rights or misuse of their confidential information, to the extent that they become aware of such infringement or misuse; (b) notify Net Route Ltd of any threat or notice of proceedings claiming intellectual property infringement or breach of confidence which is received and which relates to the Services; and (c) provide Net Route Ltd (at the other’s reasonable expense) with all reasonable assistance that may be required in order to deal with such infringement or claim.
8.6 At the written request of the Client for the assignment of the Intellectual Property Rights in the software that is bespoke to the Client, Net Route Ltd shall so assign and the Client shall automatically whether in writing or otherwise and in consideration of the assignment, grant a perpetual royalty free licence to Net Route Ltd in the Intellectual Property Rights assigned for the full duration of those rights.
8.7 The Intellectual Property Rights in and to the Client Content shall remain with the Client but shall be licensed to Net Route Ltd for the purposes of carrying out the Services.
8.8 The Client shall reproduce on any copies of any Works the following: “©Copyright Net Route Ltd. All rights reserved”

9. Confidentiality
9.1 For the purposes of this clause 9, Net Route Ltd’s “Information” as defined below includes all creative ideas originating with Net Route Ltd which are sufficiently original, particularised, well developed and commercially valuable to constitute confidential information at law which are notified to the Client, and the Client acknowledges that such ideas shall always be communicated by Net Route Ltd in circumstances of confidentiality, expressed or otherwise.
9.2 Each party (“the Recipient”) shall ensure that any confidential information (“Information”) disclosed to it by the other shall not be used or disclosed save as is strictly necessary for the purposes of any Agreement and shall return to the other promptly on request any such Information provided by the other on any media.
9.3 The restriction contained in this clause 9 shall not apply to the extent that (a) disclosure or use of the Information is required by law; (b) evidence is available that the Information was already in the unrestricted possession of the Recipient before disclosure to it by the other party; or (c) the information falls within the public domain other than through the default of the Recipient.
9.4 The obligation of confidentiality in this clause shall continue in force for 5 years following termination of the Agreement, or in the case of licences 10 years following the Client ceasing to operate the said licenses in accordance with these Conditions.

10. Security and control
The Client shall during the continuance of any Agreement:
10.1 effect and maintain adequate security measures to safeguard the Services or the Works from access or use by any
unauthorised person;
10.2 retain the Works and all copies thereof under the Client’s effective control;
10.3 maintain a full and accurate record of the Client's copying and disclosure of the Works and shall produce such record to the Client on request from time to time.

11. Liability
11.1 Nothing in these Conditions shall exclude or restrict either party’s liability for: (a) death or personal injury resulting from its negligence or that of its employees while acting in the course of their employment; (b) fraud or fraudulent misrepresentation; or (c) breach of the relevant warranty contained in clause 11.4
11.2 Subject to clause 11.1 above: (a) Net Route Ltd’s liability in contract, tort or otherwise howsoever arising out of or in connection with the Agreement shall in aggregate not exceed the Fees paid by the Client up to the date of the event giving rise to such liability relating to the project in which the event occurred only and (b) Net Route Ltd shall not be liable to the Client in contract, tort or otherwise howsoever arising out of or in connection with the Agreement for any indirect loss, consequential loss, loss of profits, business opportunity, goodwill or reputation, general, special, incidental, exemplary or other damages arising from a breach by Net Route Ltd of its warranty.
11.3 Net Route Ltd undertakes to fix any errors or defects in the Works (meaning a non-compliance with the Specification) occurring within a period of ninety (90) days following delivery of the final version of the Works. Net Route Ltd shall attempt using reasonable endeavours, to correct defects reported to it within such a period. Net Route Ltd’s sole liability for failure to correct defects shall be to provide the Client with a copy of the corrected Works. If after sixty (60) business days Net Route Ltd has not provided a corrected copy of the Works the Client shall be entitled to a refund of the fees paid by the Client for the non-corrected Works only less a reasonable allowance calculated by Net Route Ltd for the period of successful use by the Client. Net Route Ltd does not represent or warrant that the Works shall be error or defect free nor that the Services shall guarantee that Net Route Ltd shall be able to rectify any errors in the Works or Services.
11.4 The Client warrants that it has the right to supply all Client Content and shall indemnify Net Route Ltd for any losses, costs, damages, claims, expenses or demands which Net Route Ltd may incur to the extent that: (a) any claim that the Client Content infringes the Intellectual Property Rights of any third party (including without limitation that any hypertext links required to be included in the Content by the Client infringe the copyright of any third party web site); (b) any claim that the Client Content is defamatory, obscene, blasphemous or otherwise actionable under the laws and regulations of any jurisdiction; (c) any claim that the use of the Client Content in accordance with the Specifications is in breach of any Agreement between the Client and any third party or is subject to their prior approval; (d) any claim that the Client Content is in breach of any local or national laws, regulations or codes of conduct relating (by way of example only) to standards of advertising or age rating; and (e) the client breaches and terms of these Conditions or any Agreement.
11.5 Net Route Ltd shall be liable only for the warranties it provides in these Conditions and Net Route Ltd disclaims all other warranties whether express or implied.
11.6 Any Net Route Ltd warranty shall be contingent upon the proper use of the Services by the Client.
11.7 No claim for any breach by Net Route Ltd of its warranty or otherwise may be made more than twelve months following Delivery of the Services the subject of the breach.
11.8 Net Route Ltd shall not be liable to the Client where the Client has misused the Services or has failed to use the Services in accordance with any guidelines provided from time to time by Net Route Ltd where applicable and whether in writing or otherwise.
11.9 No terms set out in these Conditions or in any Agreement shall affect the statutory rights of the Client.

12. Termination and Suspension
12.1 Net Route Ltd may terminate any Agreement with immediate effect by written notice to the Client on or at any time after the occurrence of: (a) an irremediable material breach by the Client of the Agreement; (b) a remediable breach by the Client of a material obligation under the Conditions or Agreement where the Client fails to remedy the breach within thirty (30) days starting on the day after receipt of written notice from the Initiating Party giving full details of the breach and requiring the Client to remedy the breach and stating that a failure to remedy the breach may give rise to termination under this clause 12.1; or (c) more than one breach of the Conditions or Agreement by the Client, the cumulative effect of such breaches being: (i) sufficient to justify the inference that the Client would continue to deliver a substandard performance in relation to a substantial portion of the Agreement over the entire remaining period of the Agreement (and, in the case of the Client, in relation to its obligations under clause 4; or (ii) serious in the widest sense of having a serious effect on the benefit which the Net Route Ltd would have otherwise derived in relation to a substantial portion of the Conditions or Agreement.
12.2 Either party may terminate this agreement upon thirty (30) day’s written notice if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation) or compounds with or convenes a meeting of its creditors or has a receiver, administrative receiver or administrator appointed or if any circumstances arise which would entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order.
12.3 Net Route Ltd shall have the right at any time upon notice to the Client to suspend the provision of the Services in the event that: (a) the Client has failed to deliver the Client Content in accordance with the Content Delivery Schedule; or (b) the Client is in breach of its obligations under clause 4 of these Conditions. If the Services are not completed due to delays incurred as a result of the Client or the Client’s agents or subcontractors and/or associated companies’ acts or omissions (including without limitation their failure to provide the Client Content in accordance with the Content Delivery Schedule) then the dates and times set forth in any Agreement and the Delivery dates shall be extended accordingly.
12.4 All reasonable costs and expenses incurred by Net Route Ltd by reason of any delay variation interruption or suspension of work arising from any act or omission of the Client it’s employees agents or its subcontractors will be reimbursed to Net Route Ltd by the Client, subject to Net Route Ltd providing written particulars of such costs and expenses.

13. Consequences of Termination
13.1 Upon termination of the Agreement all rights granted in the Conditions and Agreement shall cease and the Client shall at the Client’s expense immediately or as soon as possible deliver up to Net Route Ltd or, at the request of Net Route Ltd, destroy any copies which are not readily deliverable and provide Net Route Ltd with a Certification of Destruction or similar document (such as copies held on the hard disk of any computer).
13.2 The termination of the Agreement for whatever cause shall not affect any provision of the Conditions or Agreement which is expressed to survive or operate in the event of the termination of the Agreement and shall not prejudice or affect the rights of any party against the other in respect of any breach of the Conditions or Agreement or in respect of any monies payable by either party to the other in respect of the period prior to termination.
13.3 The payment by the Client of any damages to Net Route Ltd shall not affect any other remedies available to Net Route Ltd, including but not limited to injunctive or other equitable relief.

14. Force Majeure
14.1 Neither party shall be liable in damages or have the right to terminate any Agreement for any delay or default in performing hereunder (unless such delay or default has continued for a period of more than thirty days) if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.

15. Data Protection
15.1 The parties undertake to comply with the provisions of the Data Protection Act 1998 and any related legislation in so far as the same relates to the provisions and obligations of the Conditions or Agreement.

16. Exclusivity, Assignment and Sub-Contracting
16.1 Unless otherwise agreed: (a) the Services shall not be exclusive to the Client (meaning that Net Route Ltd may provide equivalent services to any third party); (b) Net Route Ltd shall be entitled to sub-contract any of the Services to a suitable third party; (c) the Client shall not assign its rights or obligations under any Agreement without Net Route Ltd’s prior written consent.

17. Waiver
17.1 Failure by Net Route Ltd to exercise or enforce any right under any Agreement or these Conditions (including in the case of suspension under clause 11) shall not be deemed to be a waiver of any such right nor operate so as to prevent the exercise or enforcement of such right on any other occasion.

18. Validity
If any part, term or provision of any Agreement or these Conditions be held illegal or unenforceable, the validity or enforceability of the remainder of that Agreement or these Conditions shall not be affected.

19. Third Party Rights
The Contracts (rights of Third Parties) Act 1999 shall not apply to any Agreement or these Conditions and no person other than the parties to the Agreement or these terms shall have any rights under them, nor shall they be enforceable under that Act by any person other than the parties to them.

20. Agency, partnership
20.1 The Conditions or any Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in the Agreement.

21. Amendments
21.1 The Conditions or any Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each of the parties.

22. Announcements
22.1 The Client shall not issue or make any public announcement or disclose any information regarding day Agreement unless prior written consent has been obtained from the other party.

23. Notice
23.1 All notices under any Agreement or Conditions shall be in writing which shall mean by email, fax or registered post only.
23.2 Notices shall be deemed to have been duly given:
23.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
23.2.2 when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
23.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
23.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid,
in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other party.

24. Entire Understanding
24.1 These Conditions and any Agreement under them set out the entire agreement and understanding between the parties in respect of its subject matter and the Client acknowledges that it has entered into such Agreement in reliance only upon the representations, warranties and promises expressly contained or incorporated in these Conditions and/or Agreement and save as expressly set out therein, Net Route Ltd shall have no liability in respect of any other representation, warranties or promise made or given prior to the date of the Agreements, howsoever made or given, unless it was made or given fraudulently.

25. Successors and assignees
25.1 The Conditions and any Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assignees, and references to a party in any Agreement shall include its successors and permitted assignees.
25.2 In any Agreement references to a party include references to a person:
25.2.1 who for the time being is entitled (by assignment, novation or otherwise) to that party's rights under that Agreement (or any interest in those rights); or
25.2.2 who, as administrator, liquidator or otherwise, is entitled to exercise those rights,

and in particular those references include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation involving that party. For this purpose, references to a party's rights under any Agreement include any similar rights to which another person becomes entitled as a result of a novation of the Agreement.

26. Non-solicitation
26.1 Both the Client and Net Route Ltd agree that while this Agreement is in force and for a period of twelve (12) months thereafter, they shall not directly or indirectly solicit or offer employment to any of the other’s officers, employees, third party contractors and associates who have been involved in or associated with any Agreement without the other’s prior written consent.

27. Law and Jurisdiction
27.1 These Conditions shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of its Courts.