the right to invoice for completed elements of a project, if the project extends past the timescale shown on a project plan and if those delays have been caused by circumstances outside the control of Integrated Ideas. The same rights allow for up to 95 per cent of the project value to be invoiced upon or after the occurrence of this event and for which the Client is then legally bound to pay said invoice notwithstanding that the project has not been fully completed and delivered.
9. Limitation of Warranty and Liability
a) Except as provided in Clause 6 of this Agreement, Integrated Ideas make no warranties, express or implied, including without limitation any warranties as to merchantability or fitness for a particular purpose.
b) Neither party will be liable for indirect, punitive, exemplary, special or consequential damages (including loss of profits, loss of data, loss of business or other economic damage) of any kind even if advised of the possibility of such damages. Regardless of the form of any claim, Integrated Ideas’ liability for any claim arising under the services, including costs and expenses, shall not exceed the total fee paid by the Client for the services under the Scope of Supply.
c) Integrated Ideas is not liable for any damage to or loss of goods or any part thereof in transit or upon delivery unless advised by the Client within four working days of receipt, and confirmed in writing or by email within same period. If Integrated Ideas accept liability for such loss or damage, its liability shall be limited to replacement or repair of such goods.
10. Client Responsibilities
The Client agrees to provide Integrated Ideas with such assistance as Integrated Ideas may reasonably request in connection with the services, including timely access to the Client’s facilities and to the Client’s applications (including source and object code) and to persons with sufficient technical and business knowledge regarding the services and the Client’s business objectives relating to the services. The Client will also provide Integrated Ideas with accurate and complete information necessary to the completion of the services.
a) Neither party may assign its rights and/or obligations under this Agreement without the other party’s prior written consent.
b) These terms and conditions are in addition to any Scope of Supply, schedules attached to any Scope of Supply, daily rate documents, Maintenance agreements, Internet based services terms and conditions or any other agreement originated by Integrated Ideas.
c) Neither party shall be liable to the other for any failure or delay caused by events beyond its reasonable control, including, without limitation, sabotage, failure or delays in transportation or communication, failures or substitution of equipment, labour disputes, accidents, shortages of labour, fuel, raw material or equipment, acts of God, war, riot, civil commotion, explosion, fire, government action or epidemic.
d) Terms and conditions may from time to time be amended by Integrated Ideas giving its Clients 30 days’ notice in writing or by email communication. If not accepted by the Client giving written or email notification which must be received at Integrated Ideas’ registered office existing services and projects will continue until the next renewal date for services or the completion date for existing projects, and existing terms and conditions will remain in force for the remaining period of service or project.
e) Integrated Ideas is an independent contractor with respect to this Agreement and the Client will have no responsibility to provide fringe benefits or to withhold taxes normally withheld from an employee’s pay on behalf of Integrated Ideas and its associates’ employees.
f) Title in goods and services shall remain with Integrated Ideas until all sums owing by the Client are settled. The Client grants irrevocable right and license to Integrated Ideas’ servants and agents to enter upon all or any of its premises with or without vehicles during normal business hours to remove goods where title remains vested in Integrated Ideas pursuant to this clause. The Client will also meet any expenses in the return or recovery of goods and the costs of any damages thereto.
g) The laws of England and Wales will govern this Agreement.