Terms & Conditions

The following are the Terms and Conditions under which Company performs Consulting Services for the Customer.

Definitions.

“Agreement” shall mean Company’s Quotation to the Customer, these Terms and Conditions for Consulting Services, and applicable Statement(s) of Work and any addenda thereto.

“Company” Oclas Group Ltd by whom the Services are to be performed for Customer.

"Consulting Services" or “Services” refers to those services to be provided to Customer as identified in Company’s Quotation to Customer according to the terms and conditions of this Agreement.

“Customer” is the party identified in Company’s Quotation or invoice for whom the Services are to be performed.

"Deliverables" refers to reports, executive summaries, presentations, recommendations (whether in printed or electronic form) or other documentation as identified in Company’s Quotation.

“Party” refers to Company or Customer; “Parties” refers to Company and Customer.

“Quotation” refers to Company’s written quotation form or proposal or invoice specifying the Consulting Services to be provided to the Customer by Company and (b) related information, such as payment terms, delivery schedule and the like.

“Statement of Work” refers to a written description of the project Services to be performed and related information, such as deliverables.

1. Services.

1.1 Company agrees to provide Customer with the Services described in an invoice or in one or more Statement(s) of Work to be attached to and incorporated into the Agreement.

1.2 Scope Change. The customer acknowledges Company’s right to charge additional amounts for any change to the original scope and specifications of Services or for additional services and to adjust the timetable for completion due to unforeseeable delays, per Section 1.3 below. The Parties shall mutually agree on such additional amounts or time periods through amendment(s) to the applicable Statement of Work, and Company shall not be obliged to perform any changed, new or additional Services unless and until such agreement is reached. Unless otherwise agreed, the Company’s Consulting Team will remain assigned to the Customer’s service until the Scope Change is agreed and signed by both Parties, and will be charged to Customer on the basis of a Fee-per-Week-per-Consultant consistent with the financial conditions of the Statement of Work. In a case where mutual agreement is not reached within a reasonable amount of time (no greater than 2 weeks), then any Party may terminate the Statement of Work immediately upon notice to the other Party, and Customer shall pay all charges up to the date of the notice.

1.3 Company will use reasonable efforts to perform the Services within the schedule provided in the Statement of Work (or if no schedule is provided, within a reasonable time). However, the Parties acknowledge that the schedule is only an approximation. Company’s performance may be delayed by events beyond Company’s reasonable control, Force Majeure, or acts or omissions of Customer. Should a Party anticipate or become aware of such a delay, it will immediately notify the other Party and the Parties will work together in good faith to mitigate the impact of the delay. If the delay occurs, then the Parties will engage in the discussion of a Scope Change to adjust the schedule in accordance with the provisions of Section 1.2.

2. Subcontracts

2.2 Company may freely sub-contract any part of the Services and will remain liable for its sub-contractors. Company may assign all or part of the Services to any of its Affiliates.

3. Customer Responsibilities.

3.1 If performance of the Services is on Customer’s premises or premises other than Company’s, Customer shall provide Company, free of charge, with appropriate office space and requested equipment and shall grant Company’s personnel (including Company’s subcontractors) access to the premises at all reasonable time during the term of this Agreement.

3.2 Company will ensure that its personnel comply with Customer’s workplace rules and requirements made known to it.

3.3 Customer shall provide Company promptly with accurate and complete information, documents and data to allow proper performance of the Services.

3.4 Customer shall assign one person to act as a contact point for Company, and such person shall be authorized to make decisions for Customer and shall be available at all material times, whether personally or by an authorized designate.

3.5 When approval or consent of Customer is required, Customer shall neither unreasonably withhold nor delay such approval or consent and, in the event that any approval or consent is

withheld, shall provide Company in writing with explanations as to the reasons for any disapproval and, if practicable, with suggestions of any alteration(s) that would result in Customer’s approval.

4. Charges.

4.1 In consideration for the Services, Customer agrees to pay the amounts specified in the relevant Quotation or invoice (“Fees”) plus reasonable expenses. Unless otherwise specified in the Quotation, Company will charge all travel, accommodation and other incidental expenses incurred in performance of the Services at costs plus a 10% administration fee .

4.2 Customer shall pay Company all Fees and expenses within the period specified in the invoice or if no period is specified then within thirty (30) days of receipt of Company’s invoice with the option to change the payment period if credit worthiness of Customer deteriorates. Unless otherwise specified in the Quotation, Company will invoice the Customer monthly in advance. All payments shall be made in Pound Sterling or as mutually agreed upon between Company and Customer. The customer shall not set off or withhold payment of one invoice against fees payable in connection with any other matter. Payment obligations are not subject to extension or delay for any reason.

4.3 If Customer fails to pay invoices timely, Company may suspend performance of the Services and/or charge interest at a rate of two per cent (2%) per annum over LIBOR base rate on the amount unpaid, until payment is made, on a day-to-day basis at the maximum legal rate. If unpaid amounts are collected through legal proceedings or by a collection agent, the Customer shall pay reasonable costs and attorneys’ fees.

4.4 Customer agrees that should any portion of an invoice be disputed, Customer will promptly pay the non-disputed portion. Within thirty (30) days of receipt of a disputed invoice, the Customer will notify Company of the reasons for disputing all or part of that invoice and provide any supporting documentation. Having due regard to all the facts, the Parties shall seek to reach agreement as to how much, if any, of such disputed amount should be paid.

5. Taxes.

5.1 The Fees and expenses do not include value added tax, sales tax or any similar taxes or duties which shall be payable by Customer to Company at the then prevailing rate and in the manner prescribed by law. If any governmental body mandates Customer to withhold tax from payments to Company, the invoiced amount payable, without regard to taxes, shall be adjusted in favor of Company such that the amount received by Company after deduction of such withholding tax shall be equal to the amount it originally invoiced Customer without regard to taxes.

5.2 Customer shall be responsible for all other assessed taxes resulting from the Agreement, except corporate income taxes based on Company’s profits and/or taxes on Company’s personnel, including personal income and social security taxes, for which Company shall be solely liable/responsible.

5.3 In the event that there is a change in the legislation or in the interpretation of such legislation, including taxes or customs and excise duties, after the effective date of this Agreement that results in increased costs to Company related to performing Services, then Customer shall reimburse Company the amount of the increase in such costs.

6. Warranty.

6.1 Company warrants that it will deliver the Services using properly qualified personnel in accordance with the applicable Statement of Work, and deliver good title to any products furnished to Customer as part of the Services. Company does not warrant or guarantee in any way products not manufactured by it. Company will pass through any third-party warranty, and Customer agrees to look only to the manufacturer of such third party products for any applicable warranties.

6.2 Except for the foregoing warranties, Company makes no other warranties, whether express or implied, in connection with its performance of the services or any deliverables hereunder, or the use of the services or deliverables by Customer. Company specifically disclaims any warranty of merchantability or fitness for a particular purpose. Under no circumstances should any Deliverable(s) be relied upon as the sole basis for any financial decision. Customer is solely responsible for the use of the deliverables and any diagnosis, interpretation or recommendations contained therein or otherwise provided for by Company under this agreement. Company does not guarantee results. Customer has full responsibility for its use of the deliverables and any interpretations or recommendations provided by Company hereunder and any actions taken or implemented by Customer based thereupon.

7. Confidentiality.

7.1 Confidential or proprietary information of either Party which is clearly labeled as such and received by the receiving Party (“Recipient”) or, if communicated verbally to Recipient, is summarized in a clearly labeled document and delivered to Recipient within thirty (30) days of such communication or, due to its nature, is known or in good faith should be known to be confidential (collectively “Information”) shall be maintained by Recipient in confidence and will not be disclosed by Recipient to any third party without authorization from the disclosing Party (“Discloser”). If Company is the Recipient, Company may disclose Information to its employees, Affiliates and subcontractors as is necessary in the performance of Services. Information specifically includes Company software source code, documentation, algorithms, system designs, architecture, logic, structure, processes, methodologies, and offerings. Because this Agreement is not intended to be a joint development agreement and because Company must remain free to provide the same or similar services to other clients without restriction, Customer shall not disclose to Company information related to Customer’s proprietary technology or related patents, copyrights, trade secrets, know-how or other similar forms of intellectual property without Company’s prior express written agreement that the disclosure is necessary to performance of Services.

Recipient shall have no obligation as to Information that: (i) can be shown to have been previously known to Recipient at the time of disclosure; (ii) is independently developed by Recipient, provided Recipient can show that such development was accomplished without the use of or reference to the Information; (iii) is lawfully obtained from a third party without restriction on use or disclosure; (iv) is or becomes part of the public domain through no fault of Recipient; (v) is released by Discloser in writing; or (vi) is disclosed pursuant to any judicial or governmental requirement or order; provided that Recipient takes reasonable steps to give Discloser sufficient prior notice in order to contest such requirement or order.

7.2 Customer warrants that it is the owner of information, documents and data turned over to Company for performance of the Services or that it is duly authorized to disclose the same. The ownership in all such information, documents and data shall, subject to the rights of third parties, remain vested in Customer. Customer agrees to defend, indemnify and hold Company harmless from and against any damage, loss, cost and/or expense (including attorneys fees) resulting from a breach of this representation and warranty.

8. Intellectual property rights.

8.1 As part of performing the Services, Company may utilize its existing technology or that of its third-party licensors or may develop new technology, know-how, and methodologies and/or improve existing Company technology, know-how and methodologies. Ownership of all such technology and all associated intellectual property rights, including without limitation patents, copyrights, trade secrets, and know-how pertaining to the performance Services (“Services Technology & IP”) shall automatically vest in and remain the exclusive property of Company or its licensors. Company hereby grants to Customer a non-exclusive, non-transferable (except for transfer to an Affiliate), royalty-free, worldwide, perpetual license to use, copy and/or modify any Services Technology & IP incorporated or imbedded in any Deliverable for Customer’s internal operations only.

8.2 Company shall indemnify the Customer against final judgement or settlement made by Company for infringement of third party copyright by the Deliverables if Customer promptly notifies Company of any claims or objections to that regard and if Company is given sole authority for taking any action or initiating any proceedings which Company, in its sole discretion, determines to be necessary or appropriate to defend or settle the claim or more generally to prevent any such infringement, and Customer shall provide Company with such assistance as reasonably requested in connection with any such action or proceeding and shall act in accordance with Company’s reasonable instructions.

Company may, at its option and expense, (i) obtain for Customer the right to use the Deliverables or (ii) modify the Deliverables to avoid or prevent the claim of infringement, or (iii) refund Customer the Fees paid for the Deliverables, less a reasonable amount for Customer’s use of the Deliverables up to the time of return, against Customer turning back over to Company all Deliverables.

Exclusions: The foregoing obligations will not apply to claims arising from modifications to the Deliverables, to the extent the infringement would have been avoided without such modification, or to claims arising from the combination of the Deliverables with any product, service or software, to the extent such infringement would have been avoided by use of the Deliverables alone.

9. No solicitation.

The Customer shall not solicit the employment of Consultants directly and substantively involved in the provision or utilisation of the Services without written agreement of the manager of the Company’s Business Consulting group, during the term of the Agreement and until six (6) months has elapsed from the receipt of the final invoice for the Services.

10. Independent contractor.

Company is an independent contractor and is not an employee, agent, or partner of Customer. Nothing contained herein shall be construed to create an employment or principal-agent relationship or joint venture between Company and Customer, and neither Party shall have the right, power or authority to obligate or bind the other in any manner whatsoever.

11. Disclaimer.

Company declares that it is not a licensed securities broker or dealer or investment advisory and both parties acknowledge that this Agreement is not intended for the buying or selling or trading of securities or investment or the offering of counsel or advice with respect to such securities or investment.

12. Limitation of liability.

12.1 As a material condition of Company’s agreement to provide the services at the price specified, Customer agrees that Company’s entire liability for any claim (except those claims based on indemnity obligations of section 12.3, which are not subject to this limitation) in connection with the services shall not exceed the aggregate purchase price paid for services under this agreement during the twelve (12) months preceding the applicable claim. Subject to the foregoing, the Customer shall protect, release, defend, indemnify and hold Company harmless from any liability in excess of this maximum amount whether as a result of a claim by the Customer, its Affiliates or by any third party

12.2 The Parties hereby agree to release and hold each other harmless from and against all damage, loss, liability, claims, demands and causes of action of every kind and character, resulting from or arising in connection with the services, including but not limited to those resulting from or arising in connection with: (a) network failures or downtime; (b) security breaches or failures, and/or (c) indirect, incidental, consequential, special, punitive or other similar damages, including but not limited to: loss of use, data, assets, business, good will, or actual or anticipated revenues or profits, and the cost of substitute products or services. The liability limitations in this clause shall apply regardless of whether: (i) Company has been advised of the possibility of the corresponding liability, (ii) the services were intended to prevent the events that gave rise to the claimed liability, or (iii) the claimed liability is based on breach of contract or warranty, negligence (sole or concurrent, active or passive), strict liability, failure of essential purpose or any other legal or equitable theory.

12.3 Company and Customer shall protect, defend, indemnify and hold each other, each others Affiliates, and their respective officers, directors, employees, contractors, agents, and invitees harmless from and against any and all liability, claims, demands, proceedings and causes of action resulting from: (a) the death or illness of or injury to any of their respective personnel, regardless of the cause of such death, illness or injury, including where the same is caused by or contributed to by the negligence, including sole or concurrent, of the indemnified Party or its Affiliates, or their respective officers, directors, employees, contractors, agents, and invitees; and (b) the loss of or damage to their respective property, and the property of their respective Affiliates and sub-contractors, and their respective officers, directors, employees, contractors, agents, and invitees.

13. Term and Termination.

13.1 The term of this Agreement is set forth in the relevant Quotation or Statement of Work. Each Statement of Work may have its own term and expiration or termination of one Statement of Work will not affect this Agreement or other Statements of Work.

13.2 Termination of Agreement. Without prejudice to section 1.3, either Party may terminate this Agreement in the event that (a) the other Party breaches any of the material terms of this Agreement and fails to remedy the breach within thirty (30) days following receipt of written notice (through registered mail) of such breach, with termination being effective upon expiry of said time period; or (b) in the event of insolvency proceedings in any form being instituted against either Party: termination shall be effective upon receipt by the insolvent Party of termination notice by the other.

Upon termination of the Agreement, Customer shall pay all Fees for Services performed for the period up until the termination date and expenses incurred by Company in such performance together with all sums in relation with the performance of the Services that Company has paid or is bound to pay.

All sums owed to Company shall become immediately due upon termination of this Agreement or a Statement of Work.

13.4 The expiration or termination of this Agreement shall not affect the provisions of this Agreement, which by their sense or their contents are intended to survive such term or termination such as, without limitation, those concerning confidential information and intellectual property rights.

14 Personal Data.

Any Customer data that identifies or directly relates to natural persons as may be further defined in applicable data privacy law (“Personal Data”) shall remain at all times the property of Customer. Except as expressly specified in the applicable SOW, the Parties acknowledge and agree that Company will not process Customer Personal Data(excluding business contact information such as name, telephone, address and email) as part of the Services, and both Parties will use commercially reasonable efforts to monitor and restrict such access.

15. Applicable law and settlement of disputes.

This Agreement and any matters relating to this Agreement shall be governed by and construed in accordance with the laws of England. This includes all non-contractual obligations arising from or connected with this Agreement. The parties submit to the exclusive jurisdiction of the English courts.

16. Other provisions.

16.1 Company shall have the right to make reference to the existence of this Agreement and to Customer, for any purposes. Customer shall not without obtaining Company’s prior written approval use any Company trade names, trade marks, service marks, company names or other trade designations in any Customer press releases, advertising literature, or corporate information disclosures (including without limitation financial reports and government regulated information disclosures).

16.2 This Agreement sets forth the complete and exclusive statement of the agreement between the Parties as to the subject matter hereof and supersedes any previous understandings, oral or written, concerning its subject matter. In case of a conflict between terms contained in this Agreement and in the Quotation or the Statement of Work (if any), this Agreement shall prevail over the Quotation and the Quotation shall prevail over the Statement of Work. Any change to this order of preference has to expressly state that this shall amend said order. If any part or parts of these Terms are held to be invalid, the remainder shall remain valid and enforceable. The Services agreement to which these Terms apply is made and entered into for the sole benefit of the Parties, and their permitted successors and assigns, and no third party shall be a direct or indirect legal beneficiary of, have any rights under or have any direct or indirect cause of action or claim in connection with the Services or the Services agreement.

16.3 This Agreement may be modified only by written agreement signed by the authorised representatives of the Parties.

16.4 No failure or delay by either Party to exercise any right or remedy under this Agreement shall be construed as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.