1. Definitions

1.1 In this Agreement:

(a) "this Agreement" shall mean the Terms of Business Highway Law Services Ltd offers ("the Offer") and any variations thereof made in accordance with Clause 3 hereof;

(b) "force majeure" shall include all conditions beyond the reasonable control of Highway Law Services Ltd and any postponement of the Services by the Client;

(c) "Services" shall mean the consulting services to be provided by Highway Law Services Ltd hereunder set out in the Offer;

(d) "Client" being the customer with whom Highway Law Services enters the contract for the provision of the consulting services offered.

(d) "in writing" shall include any communication sent by mail or any transmission by email or facsimile and "written" shall be construed accordingly.

 

1.2 The headings in this Agreement are for guidance only and shall not affect its construction.

 

2. Third Party Rights

2.1 Nothing in this Agreement confers or purports to confer on any third party any benefit or right to enforce any term of this Agreement.

 

3. Variations

3.1 No variations to the terms of this Agreement shall be made except by agreement in writing between the parties.

 

4. Entry into Force

4.1 This Agreement shall enter into force immediately after the following conditions have been met:

(a) the Offer has been accepted in writing by the Client;

(b) if agreed between the consultant and the client, the advance payment specified in the Offer has been credited into the bank account of Highway Law Services Ltd.

 

5. Appointment

5.1 Highway Law Services shall, subject to the terms hereof and in particular to the provision or supply by the Client (free of charge to the Highway Law Services Ltd) of the data, information, assistance, facilities and approvals set out in the Offer, carry out the Services in consideration whereof Highway Law Services Ltd shall be remunerated in accordance with the terms of the Offer.

 

6. Intellectual Property

6.1 The copyright and other like intellectual property rights in all documents (including any maps or computer programs) prepared or compiled by Highway Law Services Ltd hereunder shall remain vested in Highway Law Services Ltd but the Client shall have a free licence to use such of those documents as are supplied hereunder for those purposes for which the same were prepared or compiled.

 

7.Confidential Information

7.1 During the period of the Agreement and at all times thereafter, each party shall treat as confidential and not reproduce or disclose to any other party all information, including but not limited to, software programs whether in source or object code format, technical data, correspondence, the details of this Agreement or any services or quotation, and other material which is stated to be the confidential and/or trade secret information of the other party, or which may be reasonably presumed to be so.

7.2 Each party shall safeguard such information to the same extent that it safeguards its own confidential and proprietary information and in any event with not less than a reasonable degree of protection. Notwithstanding the foregoing, Highway law Services shall be entitled to provide to third parties only such information as is necessary for it to perform its obligations in relation to the Services, or as may be required by law.

7.3 The obligation of the parties not to disclose information shall not apply to information which was already in the public domain, or in the rightful possession of the other party, at the time of its disclosure, or which is disclosed as a matter of right by a third party or which passes into the public domain by acts other than the unauthorised acts of the other party.

7.4 Within ten (10) days of the completion of the relevant Services, each party shall return all originals and any copies thereof of any confidential information of the other party. It is understood and agreed that in the event of a breach of this paragraph money or damages may not be an adequate remedy, and therefore, in addition to any other legal or equitable remedies, either party shall be entitled to seek injunctive relief to prevent an anticipated breach of confidentiality.

 

8. Liability

8.1 Highway Law Services Ltd shall exercise reasonable skill care and diligence in the provision of the Services hereunder and shall only be liable for any negligent failure so to provide.

8.2 Highway Law Services Ltd shall have no liability for any failure or delay in the provision of the Services or any part thereof resulting from force majeure and the Client shall continue to pay Highway Law Services Ltd in accordance with the terms hereof during the persistence of force majeure.

8.3 The total liability of Highway Law Services Ltd under or in connection with this Agreement howsoever arising shall not exceed in aggregate £100,000 (one hundred thousand pounds).

 

9.Payment

9.1 Services will be deemed to be accepted to Client's satisfaction upon delivery of the relevant deliverables by Highway Law Services.

9.2 Charges for the Services will be as described in the relevant quotation and unless stated otherwise in the quotation will be on a time and materials basis.

9.3 Unless otherwise agreed between the parties in writing, invoices for time, materials and expenses will be raised monthly in arrears and unless otherwise agreed payments shall be due fifteen (15) days from date of invoice.

9.4 Highway Law Services reserves the right, under the Late Payment of Commercial Debts (Interest) Act 1998 as supplemented and amended by the Commercial Debt Regulations 2002, to levy interest on overdue payments at the maximum amount due by law from the date payment becomes due until the date it is received by Highway Law Services

9.5 Highway Law Services reserves the right to terminate or suspend Services if the Client is overdue with payments at any time.

 

10. Suspension and Termination

10.1 Either party may give 14 days written notice of termination to the other party in the event of

(a) a breach by the other party which has not begun to be rectified within 14 days of written notice thereof or

(b) the persistence of force majeure for 60 days or more.

 

10.2 Payment to Highway Law Services Ltd in the event of termination as aforesaid shall comprise

(a) payments due for such of the Services carried out up to and including the date of termination;

(b) payments due pursuant to Clause 7.2 hereof and

(c) the costs of any commitments entered into by Highway Law Services Ltd on the assumption that this Agreement would run its full course.

 

11. Language, Weights and Measures

11.1 All written communications between the parties and all documents supplied shall be in the English language and all calculations will be based on the metric system of weights and measures.

 

12. Law

12.1 The construction validity and performance of this Agreement shall be governed by and construed under the laws of England and for all matters arising under out of or in connection with this Agreement the parties shall submit to the exclusive jurisdiction of the courts of England and Wales.