TERMS AND CONDITIONS
UNPACKAGED SYSTEMS  LTD

Unpackaged Systems Ltd ("USL") is engaged by you as its client to undertake professional services ("the Services") in the connection with the project ("the Project") as set out in our Letter of Engagement ("the Letter"), and any Proposal ("the Proposal"), in each case always subject to the terms and conditions set out below (all together "this Agreement").

1.     The Services

1.1  The Services are those agreed and defined as the work we shall undertake to realize the agreed outputs as set out in the Letter and any Proposal. The Services may be amended as to definition and/or scope by later mutual agreement in writing.

1.2  USL shall perform the Services with due professional skill and care and in accordance with your reasonable instructions.

1.3 Unless otherwise agreed USL will, subject to your fulfillment of your obligations under this Agreement, perform the Services within agreed timeframes, but time shall not be of the essence of this Agreement.

2.    Your assistance to us

2.1  You will give USL such information, materials, co-operation and assistance, including access to your premises and staff, and information about the Project, which USL may reasonably request in order to perform the Services in a timely and efficient manner and so as to facilitate satisfactory performance of this Agreement.

2.2  You warrant that all information and materials you supply to USL for the purpose of enabling us to provide the Services is complete and accurate in all material respects and that USL's use of such information and materials for the purposes of carrying out the Services shall not infringe the rights of any third party or contain any defamatory, malicious, or otherwise unlawful content.

2.3  You shall indemnify and hold USL and its officers and staff harmless in respect of any liability to any third party arising from or indirectly out of USL's use of any information and materials you supply to USL for the purpose of enabling us to provide the Services or as a result USL\s compliance with your instructions or in consequence of any breach by you of your obligations under this Agreement.

3.    Our charges

3.1  In consideration for USL's performance of the Services, you shall pay USL the charges in accordance with USL's estimate and other applicable terms contained in the Letter and/or the Proposal.

3.2  Where you request additional services not specified in the Letter, or any variation to the Services, you shall pay USL additional charges for the extra work involved, calculated at USL's rates as applicable from time to time. .

3.3  USL's charges are exclusive of disbursements and other costs or expenses that USL may incur in the performance of the Services including (without being limited to) all fees and expenses incurred in sourcing and clearing for use any third party images (photographs or otherwise). All such disbursements, costs and expenses shall be payable by you in addition. USL does not charge any handling fee, commission or mark-up on these disbursements, costs and expenses.

3.4  All sums due to USL under this Agreement are payable within 30 days of USL's invoice.

3.5  All sums payable under this Agreement are exclusive of VAT which shall, where applicable, be payable in addition at the rate and in the manner from time to time prescribed by law.

3.6  All payments due under this Agreement shall be made by direct bank transfer to the following account:

Account Name: Unpackaged Systems Ltd. 

Bank Address: Starling Bank

Account number: 78391175

Sort Code: 60-83-71

3.7  Without prejudice to USL's other rights under this Agreement, we shall, in the event of non- or late payment of any sum due hereunder, be entitled to:

 (a)  interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and its associated regulations on any overdue sum from the date it fell due until final payment; and / or

 (b)  to suspend performance of the Services and/or withhold the supply of any products comprised in the Services.

4.    Intellectual property

4.1  Subject to the all of this clause 4, and upon payment of all USL's charges in full, intellectual property rights (which shall include without limitation copyright, trade marks and design rights) (“IPRs”) created, generated or developed by USL in the provision and products of the Services shall be owned by you and upon such payment the IPRs shall be deemed assigned to you by USL absolutely and with full title guarantee (by way of any present and future assignment any and all such IPRs) automatically and without further formality.

4.2  All IPRs in materials, information and software in USL's possession prior to the date of this Agreement, or not developed specifically for the purposes of the Project, or not accepted by you in connection with the Project, or otherwise forming part of USL's know how and methods and means of doing business shall, for the avoidance of doubt, remain vested in USL.

4.3  USL reserves the right to make use of the products of the Services for purposes unconnected with the Project provided that USL will inform you in advance of any use it wishes to make and will not make use of the said products where to do would prejudice or compete with the Project or your bona fide and legitimate interests arising from this Agreement.

4.4  For the purposes of this clause 4, the expression ‘products of the Services’ includes (without limitation) any concepts, names, strap lines, formats and events.

4.5  Risk in any physical media recording the products of the Services shall pass to you on delivery. Title shall not vest in you until payment in full of all sums due too USL from you under this Agreement.

4.6  You will credit USL in such manner as is agreed between you and USL from time to time or as otherwise reasonably required and specified by USL.

 5.   Confidentiality

5.1  You and USL each agree and undertake to keep any information regarding the operations, business, customers or finances of the other ("the Confidential Information") secret and confidential and not to use or to disclose the Confidential Information or any part of it to any third party except as required in the performance of the Services and the terms of this Agreement.

5.2  Clause 5.1 above shall not apply to any use or disclosure of Confidential Information which: 

(a)  is in the public domain otherwise than through an unauthorised disclosure by you or USL; or

(b)  was lawfully known prior to the disclosure; or

(c)  is disclosed to you or USL by a third party not under a duty of confidence in respect of the disclosure; or

(d)  is required to be disclosed by law or by an order of a court of competent jurisdiction.

5.3  USL will be entitled to refer to the fact of your appointment of USL in its brochures and publicity unless you expressly stipulate otherwise at the outset and in any confirmation of USL's appointment. 

6.    Term and Termination

6.1  This Agreement shall commence on the date on which it has been signed by both parties unless some other date is mutually agreed between them in writing, and, subject to clauses 6.2 and 6.3 below, this Agreement shall continue in force unless and until terminated by either party giving to the other not less than two months' prior notice of termination.

6.2  Either party may terminate this Agreement forthwith by notice to the other party if that other party:

(a)  commits a material or persistent breach of its obligations which if capable of remedy shall not have been remedied within 30 days of notice requiring such remedy; or

(b)  is unable to pay its debts as they fall due or is the subject of a bankruptcy petition or enters into compulsory or voluntary liquidation or compounds with or convenes a meeting of its creditors or has a receiver, manager, administrator or administrative receiver lawfully appointed over its assets (or is subject to a similar event or set of circumstances in the country where it principally carries on business) or ceases for any reason to carry on business.

6.3  Termination of this Agreement shall be without prejudice to the parties' accrued rights and obligations.

6.4  This Agreement shall notwithstanding clause 6.1 last for a minimum period of seven months from the commencement date unless terminated in accordance with the provisions of clause 6.2 and as may extended for a specified further period as mutually agreed between the parties, and otherwise continuing from time to time unless terminated in accordance with clause 6.1.

6.5  USL plans carefully for the use of personnel and other resources having regard to its project commitments from time to time. Cancellation or other unilateral early termination by you outside the defined duration periods and otherwise without the required notice under the terms of this Agreement gives rise to irrecoverable loss and damage which may at USL's election result in compensatory charges to you. These charges will equate to such charges as would have arisen but for your early withdrawal from the Agreement, and where applicable, may extend to the full remaining term of any period of engagement expressly agreed between us. You will be credited for such mitigation as USL is able to achieve against such losses caused by you. USL will endeavour to reallocate resources in the event that you apply to postpone rather than cancel USL's engagement or any part of it, and to accommodate any necessary amendment timetable/s, but this is not guaranteed and in the event rescheduling is not possible postponement will be treated as cancellation. This clause 6.5 applies without prejudice to USL's other rights and remedies.

7.   Liability

7.1  Except in the case of injury to or death of any person caused by negligence (for which no limit applies), USL's liabilities under this Agreement shall not exceed twice the value of USL's charges or (where our charges are payable monthly) a sum equivalent to the total monthly charges for six months.

7.2  The express terms of this Agreement are in lieu of all warranties, conditions, terms and obligations implied by statute, common law, custom, trade practice, course of dealings or otherwise, all of which are hereby excluded to the fullest extent permitted by law.

7.3  Neither USL nor you shall under any circumstances be liable for any indirect or consequential loss or damage, or for loss of business, revenue, opportunity, profit, reputation or goodwill, whether arising from negligence or otherwise, and whether advised of the likelihood of the same or not.

7.4  USL will not be liable for any failure or delay in providing the Services or in performing any of our obligations under this Agreement which results from any breach by you of your obligations under clause 2 above.

8.   Force Majeure

8.1  Neither USL nor you shall be liable to the other in respect of anything which, apart from this provision, might constitute a breach of this Agreement in so far as arising by reason of force majeure, namely, circumstances outside a party's reasonable control including (but not limited to) fire, flood, storm, sabotage, delays in transportation, strikes or lock-outs, riot, war, rebellion, terrorism, pandemic or acts of local government or parliamentary authority. 

8.2  A party shall give notice as soon as practicable to the other party upon becoming aware of an event of force majeure which prevents performance of obligations under this Agreement, and shall give similar notice of the cessation of the event. Any party affected by such an event of force majeure shall use all reasonable endeavours to minimise the effect of the event on the purposes and performance of this Agreement. 

9.    Non-solicitation

9.1  You shall not (except with USL's prior written consent) during the term of this Agreement and for a period of 12 months afterwards either directly or indirectly solicit or induce any officer, employee or other personnel engaged by USL before or in the course of provision of the Services and remaining engaged by USL so as to cause the termination of such engagement.

9.2  If you solicit or induce any officer, employee or other member of personnel in breach of clause 9.1 above then USL may terminate this Agreement immediately in so far as continuing, and may charge or claim from you all accrued fees and expenses to which USL is or would have been entitled under this Agreement, together with a sum equivalent to thirty three per cent (33%) of the annual remuneration of the person or party so solicited and/or induced.

10.  General

10.1  This Agreement, together with any documents referred to in it, constitutes the whole agreement between you and USL relating to its subject matter and supersedes any prior agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter provided that this clause shall not operate to exclude any liability for fraudulent misrepresentation.

10.2  No variation to the terms of this Agreement shall be valid or take effect unless it is recorded in writing and signed by the duly authorised representatives of the parties. 

10.3  Failure or neglect by either party to enforce any of the provisions of this Agreement shall not be construed nor shall be deemed to be a waiver nor in any way affect the validity of the whole or any part of this Agreement nor prejudice any rights to take subsequent action. 

10.4  If any of the terms, conditions or provisions of this Agreement shall be determined invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be severed from the remaining terms, conditions or provisions which shall continue to be valid to the fullest extent permitted by law.

10.5  Any notice, request or other document to be submitted under this Agreement shall be in writing and delivered or sent by first class post or by e-mail to the party to be served at that party's last known postal or e-mail address appearing in this Agreement or such other address as that party shall notify in accordance with this clause. The notice will be effective if posted, on the fourth day after posting and if sent by e-mail when the sender receives a valid verifiable confirmation of receipt.

10.6  Except as permitted by this Agreement, neither party shall in any way represent itself as being the other or an agent, partner, employee or representative of the other and shall not hold itself out as having any authority to incur any obligation of any nature whether express or implied on the other party's behalf. 

10.7  This Agreement shall not confer any rights on any third parties.

10.8  This Agreement shall be governed by and interpreted in accordance with the law of England, whose courts shall be of sole and exclusive jurisdiction.