Terms and Conditions

_{N-Trust IT STANDARD TERMS AND CONDITIONS}

_Services_{Subject to the terms and conditions set forth}_herein_{and in any agreed Work Order, N-Trust IT will provide to the Client the services and documents described herein and in the Work Order.}

_Performance_{N-Trust IT}_{represents and warrants that it has full authority to enter into this agreement and it is a condition of this agreement that N-Trust IT will carry out its obligations hereunder with a high level of skill and care, in a timely and professional manner and using appropriately skilled and experienced personnel. Subject to the terms of the agreement, the Client agrees that it shall make available to N-Trust IT all requisite information in a complete accurate and timely manner, facilities and services and the co-operation of the Client’s staff when agreed by both parties necessary for the performance of this agreement.}

_{Access to Premises and Facilities}_{The Client recognises the importance of access to appropriate premises and facilities which is necessary for the performance of this agreement and will grant appropriate and reasonable access as required.}

_{Charges, Invoices and Payment}_{The Charges will be invoiced to the Client in accordance with the Work Order and thereby become payable in full within fourteen days from the date of invoice. Fees stated in the invoice documents shall be inclusive of delivery, import duties, handling charges as appropriate and are valid from the Commencement Date of this Agreement.}

_{Fees are exclusive of Value Added Tax, which will be payable by the Client and applied in accordance with UK legislation in force at the tax point date.}

_{If any sum payable remains unpaid for a period of 14 days or more after the due date, without prejudice to any other N-Trust IT rights, N-Trust IT reserves the right to charge interest at the rate of three percent per annum over HSBC Bank (or its successor) base lending rate, compounded monthly, from the due date until the outstanding invoice is paid.}

_{Should the Client have any reasonable queries or complaints regarding any invoices received from N-Trust IT, the Client will present such queries or complaints within 7 days of receipt of invoice. Until such query or complaint is resolved through mutual agreement between the parties, clause 4 c) will not apply.}

_{e) Should N-Trust IT incur additional expenses in connection with the supply of goods and/or provision of the Service not provided for in the Work Order, due to any reasonable circumstances for which N-Trust IT is not responsible, such additional expenses may be added to the Charges and shall be paid for accordingly by the Client. Such additional charges will be brought promptly to the attention of the Client and will be discussed and negotiated in good faith.}

_{f) If the Client fails to comply with the said terms of payment N-Trust IT reserves the right to suspend forthwith the supply of any further Service and/or goods without thereby incurring any liability to the Client.}

_{Data Protection and Confidentiality}_{In order to assist the Client with its obligations as a Data Controller under the terms of The General Data Protection Regulation (GDPR 2018), N-Trust IT agrees to take all reasonable steps in accordance with the principles of the GDPR 2018, to ensure that any “personal data”}

_{Held by the Client is protected against loss, destruction, alteration or unauthorised disclosure to third parties. To that end N-Trust IT agrees that it will not process any personal data held by the Client without the prior consent of the Client and that any authorised processing shall be carried out in line with instructions issued by the Client.}

_{Both parties represent that they have adequate means of protecting their own confidential information and that the same means will be used to protect confidential information belonging to the other party. Any systems, software, programs or other data in whatever form or material or information (“information”) relating to either party’s business acquired by one party under the Agreement shall be treated by the other party as secret and confidential and shall not be disclosed to any third party without the prior written consent of the other party unless:}

_{a) The information was already lawfully known or became lawfully known to the other party quite independently of its involvement in the Agreement;}

_{b) The information is or becomes within the public domain other than due to the wrongful use or disclosure by the other party;}

_{c) Disclosure or use is necessary in order for either party to enforce its rights under the Agreement;}

_{Disclosure or use is necessary for the proper and effective performance and/or the lawful exercise of the other party’s rights under the Agreement; or}_{Where disclosure is required by law or regulation having force of law, to be disclosed.}

_{Both parties agree to return or destroy at the end of provision of service under this contract or upon demand by such party and without delay any document or copy containing confidential information belonging to the other party.}

_{Document Ownership and Intellectual Property Rights}_{All documents prepared by N-Trust IT at the request of or on behalf of the Client in connection with its services or the assignment and all copyright and intellectual property rights thereunder shall be and remain the sole property of the Client. N-Trust IT shall deliver all such documents to the Client. For purposes of this paragraph, the term “documents” shall include without limitation; inter alia, all reports, plans, specifications, studies, charts and computer software prepared by N-Trust IT at the request of the Client.}

_{N-Trust IT}_{reserves property and copyright in all its standards, methodologies, software tools and related documents used for or with the Client during the course of this agreement.}

_{N-Trust IT}_{warrants that all of the personnel employed by N-Trust IT and working on the assignment who will act for the Client in provision of services to be provided hereunder have assigned and will assign all intellectual property rights in respect of work developed in favour of N-Trust IT and N-Trust IT hereby assigns such rights in respect of the services provided hereunder in favour of the Client.}

Software
_{The Client is deemed to have carried out suitable examination and tests and determined the suitability and fitness for purposes of any Software Products that are supplied under this agreement or is associated with this agreement by virtue of system connectivity. Save as may be specifically provided elsewhere in the Agreement, N-Trust IT shall be under no liability whatsoever in respect of any defect fault malfunction or fitness for use howsoever in such Software Products as are provided by N-Trust IT or are connected to the systems installed as part of this agreement.}

_{Liability Limitation}_{This Clause neither restricts nor should be construed as limiting the liability of either party for death of or personal injury to any person caused by its negligence.}

_{Neither party shall in any circumstances be liable to the other party whether in contract tort or otherwise for any consequential or indirect loss or damage howsoever arising and of whatsoever nature including (without limitation) loss of profit, loss of contracts, loss of operating time, loss of computer data, loss of software, loss of use of any equipment or process or any other form of loss whatsoever (whether or not similar to some or any of the foregoing) suffered or incurred directly or indirectly by the other party.}

_{The liability of each party to the other for direct loss or damage whether in contract tort or otherwise arising out of or in connection with its performance of or its total or partial failure to perform in accordance with the terms of this Agreement shall in respect of any one incident or series of incidents attributable to the same cause be limited to and shall not in any circumstances exceed the sum of one hundred thousand pounds sterling (£100,000).}

_{N-Trust IT}_{shall maintain in force throughout the term of this agreement an Employers Liability Insurance for its employees and representatives and shall produce evidence of such insurance if requested by The Client.}

_{Risk of Loss}_{Any item which is delivered by one party to the other shall become the responsibility of the receiving party as soon as it is delivered and acknowledged. Any cost involved in replacing or redelivering of items which were sent by one party to another shall be to the account of the receiving party. Each party shall acknowledge receipt of a deliverable made as soon as is practical.}

_Disputes_{Both the parties will attempt in good faith to resolve any dispute or claim arising out of or relating to this agreement within thirty days by negotiations between senior executives of the parties who have authority to settle that dispute. If the matter is not so resolved the parties will attempt in good faith to resolve the matter through a procedure such as mediation, conciliation, or executive tribunal. If the matter remains unresolved sixty days from the initiation of the ADR Procedure or if either party will not participate in the ADR Procedure the parties shall then be at liberty to have recourse to the courts.}

Staff Recruitment
_{Both parties agree that while performing services under this agreement and for a period of 2 years following termination of this agreement, they shall not offer employment to, or enter into any agreement or arrangement with any of the personnel engaged by the other party in the performance of this agreement.}

_{N-Trust IT}_{employees and staff representatives providing services under this agreement will remain contracted to N-Trust IT and subject to N-TRUST IT LIMITED control and direction. The Client agrees not to employ in any manner those personnel contracted to N-Trust IT for the purpose of working for the Client during a current assignment with the Client. Should the Client employ any such person within twelve months following an assignment with the Client, howsoever arising, a recruitment fee of fifty percent of the person’s standard annual charge will be payable by the Client to N-Trust IT. Should the Client employ any such person within twelve to twenty four months following an assignment with the Client, howsoever arising, a recruitment fee of twenty five percent of the person’s standard annual charge will be payable by the Client to N-Trust IT.}

_{Health and Safety}_{N-Trust IT}_{will take all reasonable steps to ensure that its staff are aware of and fully co-operate with any Client health and safety requirements, provided the Client provides N-Trust IT notice of these. The Client undertakes to take all reasonable steps to provide N-Trust IT staff the same protection for health and safety purposes as is afforded to the Client’s own employees. If N-Trust IT staff are required by the Client to enter the premises of a third party the Client will procure that the third party also affords such protection to N-Trust IT staff as is due to its employees.}

_{No Conflict}_{N-Trust IT}_{warrants to the Client that N-Trust IT and those people employed for the purpose of this agreement are permitted to enter into this agreement and that the terms hereof are not inconsistent with any present contractual agreement or obligation which it or they may have and N-Trust IT shall take all reasonable steps to ensure this remains the case.}

_{The Client warrants that the signing parties have full authority to enter into this agreement.}

_{Term and Termination}_{This Agreement will begin on the Registration Date and run for an initial 3 month period and if agreed by both parties will then go onto NtrustIT standard terms of 1 full year and can be terminated with 3 month written notice at the end of the 1st full year. Full payment is deemed payable during the notice period. Should the customer fail to cancel 90 days in advance of the contract renewal date (in writing) it is deemed that a new contract has been agreed and will roll on for 1 further year.}

_{The Customer may terminate this Agreement by writing to N-Trust IT 90 days in advance of the contract renewal date. N-Trust IT will be entitled to invoice the Customer for any remaining monthly instalments and the customer agrees to pay the full amount due. N-Trust IT shall be entitled to terminate this Agreement at any time after the Registration Date of this Agreement if the Customer fails to perform or observe any other condition of this Agreement. Should a written notice to cancel not be received by N-Trust IT 90 days. In the event that N-Trust IT either sells the business or is bought over the client has the right to cancel the contract without any notice period given.}

Missed Deadlines
_{In the event that the Client fails to properly implement previously agreed actions or is the source of delays in linked activities to those attributable to N-Trust IT and thus enlarging the project timescales, the Client will be charged at the Standard N-Trust IT rates applicable at the time and which are consistent with the rates in the agreement for the assignment. Any costs or charges associated with the delay of delivery or storage of equipment or goods associated with the assignment including; inter alia, extended insurance shall be directly passed on to the Client for payment. In the event of delays attributable to N-Trust IT, the assignment personnel will be retained for the purpose of the assignment at no charge to the Client. (In the event of absence of one of the personnel, a suitable substitute will be provided). In the event of delays attributable to neither party then the parties will meet to discuss appropriate and reasonable measures to address the situation including the retention of the personnel associated with the assignment.}

_{Force Majeure}_{Neither the Client nor N-Trust IT shall be liable to the other for delays in the performance or completion of this agreement if such delay is caused by third party strike, riots, wars, government regulation, acts of God, fire, flood or by any other similar event not within reasonable control of the party. If such Force Majeure shall continue for more than 30 days then either party shall be entitled to terminate this agreement by serving notice in writing on the other taking immediate effect, provided that the agreement shall remain in force in respect of any failure by the Client or N-Trust IT to fulfil terms during the period ongoing services are being provided. This termination shall not preclude termination in accordance with the provisions of the Article of this agreement dealing with Term and Termination.}

_Assignment_{It is the practice of N-Trust IT to engage third party specialist companies to work with N-Trust IT to deliver a quality finished product. It is the responsibility of N-Trust IT to notify the Client of those aspects of the assignment which will be sub-contracted and it is the responsibility of the Client to accept this arrangement. In the event that the sub-contracting company is not acceptable to the Client then N-Trust IT will endeavour to propose an alternative sub-contracting company which is acceptable to the Client.}

_{This agreement may not be assigned and no duty hereunder may be delegated by either party without the prior written consent of the other. Section captions are inserted for convenience only and shall not affect any construction or interpretation of this agreement.}

_{If any provision of the agreement is held invalid, or unenforceable for any reason such provisions shall be cancelled and the remainder of the provisions of this agreement shall continue in full force and effect.}

_{Entire Agreement}_{This agreement and any associated Work Order represents the entire agreement between the parties hereto relating to the subject hereof and may not be varied without the prior agreement of both parties.}

_Waiver_{No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this agreement.}

_Notice_{Any notice relating to this agreement shall be in writing and shall be delivered by hand or sent by fax or first class post to the addressee at the Registered Address of either party. Such notices shall be deemed to have been duly given by delivery by hand or if sent by fax at the time of transmission if transmitted before 4.00pm on any working day but otherwise at 10.00 am on the following working day or 48 hours after posting whichever the case may be. For the purposes of this agreement – working day- means Mondays to Fridays but excluding UK public or bank holidays and the period 24 December to 2 January unless specific agreed arrangements are made between the parties.}

_Law_{The Agreement shall be governed by and construed in accordance with the Laws of Scotland. This Agreement constitutes the entire agreement between the Client and N-Trust IT}