Terms and Conditions 

  1. Scope – The provision, by Lumilinks Group Limited, company number 11650247 whose registered office is at 269 Farnborough Road, Farnborough, United kingdom, GU14 7LY (“Lumilinks”) to the Client detailed on the attached order form (“Order Form”), of the licence to use Lumilinks’ proprietary software (“Software”) and third party proprietary software (“Third Party Software”) and other consultancy services (“Services”) and any related documentation (“Documentation”), as specified in the Order Form is pursuant to these Terms and Conditions (and shall constitute an “Agreement”) and where Third Party Software forms all or part of the deliverables shall include any relevant End User License terms either annexed to the Order Form or found here [add links] (the “EUL”). Any Agreement that has not been signed by the Client shall nonetheless be treated as having been accepted by the Client if the Client has permitted or agreed to Lumilinks commencing the work described therein. The time of provision of the Services shall not be of the essence of this Agreement. The Client undertakes to provide a Purchase Order reference number in a timely manner, on or before entering into the Agreement. The Effective Date is the date that the Order Form is executed by both parties.
  2.  Fees and Expenses – The Client shall pay Lumilinks fees for the Services on a fixed fee or time and materials basis at the daily rates as set out in the Order Form.  Such fees are based on a 7 hour working day. Any additional hours may be charged extra. Any agreed evening work, Saturdays, Sundays and Bank/Public Holidays will be charged at double time. Lumilinks shall invoice the Client for the fees for the consultancy Services (“Services Fees”) and any license fees in respect of the Software “Monthly Subscription Fees”), monthly in advance, with the first invoice being issued on or about the Effective Date and monthly thereafter. Any Services agreed on a fixed price basis shall be payable in accordance with an agreed payment schedule detailed in the Order Form. Unless otherwise agreed all charges are exclusive of expenses. All reasonably necessary expenses including subsistence and travel incurred by Lumilinks in the performance of its duties will be invoiced at cost unless otherwise agreed. All invoices under this Agreement shall be payable within thirty (30) days from the date of each invoice.  For the second and each succeeding year of the term of the Agreement the Monthly Subscription Fees may be increased by no more than the percentage increase in the RPI published by the Office of National Statistics or any successor Ministry or Department for the calendar month preceding the relevant anniversary date of this Agreement.
  3. Warranty and Acceptance – Lumilinks warrants that the Services will be performed with reasonable care and skill and by competent and qualified personnel so that the Services conform to standards generally accepted in the information technology industry. The Client shall report any deficiencies in the Services to Lumilinks in writing within 14 days of provision of the Services. If the Client fails to do so, the Client shall be deemed to have accepted the Services. The warranties, conditions or other terms stated in this Agreement are to the extent permitted by law in lieu of all others whether express or implied, including without limitation any implied warranties or conditions of satisfactory quality and fitness for a particular purpose all of which are expressly excluded.
  4. Client’s Obligations – The Client will provide suitable facilities, administration, support and services free of charge. If Lumilinks is delayed or precluded from starting or continuing to work due to the non-availability of the Client’s personnel, records, data, computers or any other cause within the control of the Client, Lumilinks reserves the right to charge for any period of delay. The Client is responsible at all times for maintaining adequate back up tapes and to implement safeguards to protect data and/or software contained in electronic memories or other devices.
  5. Liability – Neither party excludes or limits liability for death or personal injury or fraud or fraudulent misrepresentation. Lumilinks shall not be liable to the Client for any indirect or consequential loss, or for any loss of revenue (indirect or direct), loss of profits (indirect or direct), loss of business or goodwill, loss of, damage to, or corruption of data or loss of availability of data, howsoever caused and even if such loss was reasonably foreseeable or Lumilinks had been advised of the possibility of the Client suffering such loss. Notwithstanding any other term in this Agreement, Lumilinks’ aggregate liability for any event or group of related events arising under or in connection with this Agreement shall be limited to damages of an amount equal to 100% of the total fees paid or payable by the Client, under the Order Form that is the subject of a claim. Notwithstanding the foregoing, Lumilinks shall not be liable to the Client for any loss, damage, cost or expense arising out of any failure by the Client to keep full and up-to-date security copies of software and data in accordance with best computing practice.
  6. Confidential Information and Data Protection  “Confidential Information”: all information, data or material of whatsoever nature in any form which is necessary for either party to disclose to the other pursuant to this Agreement and anything the receiving party creates which is derived from or based upon the information data or materials disclosed to it by the disclosing party. It shall not include any information or materials which: (a) are in or enter into the public domain (other than as a result of disclosure by the receiving party or any third party to whom the receiving party disclosed such information); (b) were already in the lawful possession of the receiving party prior to the disclosure by the disclosing party; (c) are subsequently obtained by the receiving party from a third party who is free to disclose them to the receiving party; or (d) are required to be disclosed by law or regulatory authority.  The receiving party agrees that it shall: (a) use the Confidential Information only to fulfil its obligations pursuant to this Agreement; (b) treat all Confidential Information of the disclosing party as confidential; (c) not, without the express written consent of the disclosing party, disclose the Confidential Information or any part of it to any person except to the receiving party’s directors, employees, parent company, agreed subsidiaries or agreed subcontractors, who need access to such Confidential Information for use in connection with the Services and who are bound  by similar confidentiality and non-use obligations; and (d) comply as soon as practicable with any written request from the disclosing party to destroy or return any of the disclosing party’s Confidential Information (and all copies, summaries and extracts of such Confidential Information) then in the receiving party’s power or possession.The provisions of the Data Processing Agreement made between the parties pursuant to an Agreement shall govern any processing of Personal Data hereunder.
  7. Licence Grant and Proprietary Rights – Unless otherwise agreed in writing, the Client shall be entitled to a non-exclusive and non-transferable, license for the Term to use the Software, the Third Party Software (subject to the terms and conditions set out in the relevant EUL) and Documentation for its own internal purposes immediately upon payment in full of all fees as detailed in the Order Form.  Subject to the terms of any applicable EUL, the Client may make one copy of any deliverable for disaster recovery purposes, another copy for the Client’s internal testing and training use and a reasonable number of backup copies exclusively for inactive archival purposes only.  Except as set forth herein, the Client shall not reproduce the Software, in whole or in part. All titles, trademark symbols, copyright symbols and legends and other proprietary markings incorporated in, marked on, or affixed to any Software must be reproduced by the Client on every copy of all or any part of the Software and shall not be altered, removed or obliterated. The Client shall not modify the Software. The Client will not reverse engineer, disassemble or decompile the Software except and in so far as is necessary to achieve inter-operability with another independently created computer program and provided that Lumilinks was asked in writing to provide the information necessary to achieve the interoperability of an independently created computer program with the Software and failed to do so within a reasonable period of time. The copyright and all other intellectual property rights in the Software shall remain vested in Lumilinks and its licensors. The Client shall use the Documentation for internal purposes only and in any event for the purposes of the Agreement. The Client shall not misuse or disclose the Documentation to any third party. Notwithstanding the foregoing, the Client shall at all times retain all rights, title and interest in any and all of its proprietary software and hardware, information and Confidential Information existing prior to the Effective Date of each applicable Agreement (“Client’s Property”). The Client grants Lumilinks a non-exclusive licence to use the Client’s Property solely for the purpose of performing any Services.
  8. Term and Termination – Each Agreement made pursuant to these Terms and Conditions shall commence on the Effective Date and continue for the Term detailed in the Order Form. For an Order Form relating to consultancy Services only, the Agreement shall continue from the Effective Date until the date of delivery of the last deliverable or completion of the consultancy Services. The resource commitment and delivery plan in line with any project schedule agreed during project mobilisation shall apply. Lumilinks will allocate resources to deliver the Software and Services in line with the said project schedule.  In the event of a delay outside of Lumilinks’ control that results in the cancellation or postponement of the said allocated resources, Lumilinks will use reasonable endeavours to re-assign the resources to other project work. If it is not reasonably practicable to re-assign such resources Lumilinks reserves the right to invoice the Client for any cancelled/postponed days in whole or part plus any expenses already incurred (the said invoice for the cancelled/postponed days and expenses shall be in addition to any charges due for the delivery of the Services). Any other material changes to the project schedule shall require the written agreement of authorised representatives of both parties (and the Client accepts any such changes may affect the fees payable under section 3 above).  In the event either party materially breaches any of its obligations hereunder (which breach has not been remedied within 30 days after written notice is given to the defaulting party specifying the breach) or if the Client fails to pay Lumilinks any amount required to be paid hereunder, the party not in default may by written notice terminate the Agreement. On termination of this Agreement (howsoever arising), the Client shall immediately pay to Lumilinks: (i) all outstanding unpaid invoices and interest; (ii) in respect of Services and Software which has been supplied but not yet invoiced for, Lumilinks shall submit an invoice which shall be payable by the Client immediately; and (iii) the remainder of the fees that would have otherwise been payable had the Agreement not terminated, provided always that this subsection (iii) shall not apply where termination arises as a result of an act and/or omission of Lumilinks. The parties’ rights and obligations under Clauses 2,3,4,5,6,7,8 and 10 shall survive termination of this Agreement. Termination shall not limit either party from pursuing any other remedies available to it. Lumilinks reserves the right to deactivate the Software remotely upon termination of any Agreement and/or to demand written certification of the deletion of the Software from any and all systems of the Client.
  9. Force Majeure – Neither party shall be responsible or liable for any damage, delay or failure in the performance of its obligations hereunder (except failure to pay) caused by strike, fire, storm, flood, explosion, power failure, war, riot, acts of terror, act of government, or of public or local authority or of any cause beyond its reasonable control.
  10. General – All notices to be given hereunder shall be given in writing to the recipient at the address as either party may designate by notice to the other. Any concession or indulgence made by either party shall not be considered as a continuing waiver of its rights. This Agreement may not be assigned in whole or in part by the Client without the prior written consent of Lumilinks. This Agreement supersedes any previous understandings between the parties and constitutes the entire understanding between Lumilinks and the Client on all matters contained or referred to herein. No additional term or variation shall be valid unless in writing signed by each party’s authorised representatives. Any terms and conditions in the Client’s purchase order are explicitly excluded. This Agreement shall be governed and construed in accordance with English Law and both parties accept the sole and exclusive jurisdiction of the English Courts. Should any provision be held unenforceable or contrary to law, the remaining provisions shall remain in full force and effect. Subject to the foregoing, the parties agree that any person who is not a party hereto shall have no right pursuant to the Contracts (Rights of Third Parties) Act 1999.  However this shall not affect any right or remedy of a third party which exists or is available apart from that Act, 

Lumilinks is a trading name of Lumilinks Group Ltd which is a
Company registered in England & Wales under Company registration number 11557839.

© Lumilinks 2020. All rights reserved.