Standard Terms

Scope
These are our standard terms for all work undertaken and constitute an agreement in law between Spanner Software Ltd and the Client.

Definitions
“Company” means Spanner Software Ltd.
“Client” means the organisation or individual for whom the Company has undertaken work or will undertake work.
“Order Date” means the date that the Company started work for the Client.
“Contract” is defined as the entire contents of these terms.

(a) Termination of Contract

1. The Client shall be permitted to cancel the contract without reason within 7 days from the day after the Order Date; the Company shall refund all sums paid by the Client (for work not yet completed) within 30 days of the notice of cancellation, after deducting any costs incurred on behalf of the Client.
2. The Company reserves the right to terminate the Contract if the Client has behaved in an offensive manner (including, without limit, racial discrimination, sexual discrimination, threatening behaviour and verbal or physical abuse) to any Company staff member (including its directors, officers, employees, shareholders, sub-contractors and agents). The Company shall not be required to make any refund in accordance with section d.4.

(b) Legislation

1. The Client shall be ultimately responsible for ensuring that the work completed by the Company complies with all legislation.

(c) Additional Work

1. Additional work requested by the Client shall be covered by the terms of this contract. Spanner Software Ltd shall issue additional documentation where necessary to cover any such work.
2. Additional work shall be charged per hour at the prevailing rate unless the changes required constitute part of the original requirements.

(d) Charges and Payment

1. The Client agrees that all amounts invoiced by the Company for Services shall be paid within 30 days of the date of the invoice unless otherwise agreed in writing by the Company.
2. In accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002, where invoiced amounts are outstanding for more than 30 days from the date of the invoice and without prejudice to the Company’s other rights and remedies consequent upon breach of these terms and conditions, the Company reserves the right to charge interest on a daily basis at a rate of 8% above the Bank of England base rate per annum from the first working day after 30 days beyond the invoice date.
3. In the event that a cheque received from the Client causes the Company to incur bank charges (including but not limited to a stopped, referred or bounced cheque), the Client shall pay a fee of £25 to the Company to cover bank charges and administration costs.
4. In the event that the Company has terminated the Contract due to a breach of Contract the Company shall not be obliged to refund any fees paid by the Client.

(e) Intellectual Property

1. The Client agrees to indemnify the Company (including its directors, officers, employees, shareholders, subcontractors and agents) and against any loss, penalties, damages, liability, claims or expenses arising from the infringement of the intellectual property rights of any third party.

(f) Disclaimer

1. The Company accepts no liability for loss or damage to the Client arising from any material, data or instructions supplied whether digitally or otherwise by the Client or on its behalf which is incomplete, inaccurate, illegible, out of sequence, in the wrong form, or arising from late arrival or non-arrival or any other fault by the Client or on its behalf.
2. The Company’s liability in Contract, tort (including negligence) or otherwise in connection with this agreement or the Services for any one event or series of related events is limited to the value of the Contract.
3. In no event may the Client bring any claim against the Company more than 12 months after the Client knew of (or ought reasonably to have discovered) the event(s) giving rise to the potential liability.
4. In no event (including Company negligence) will the Company be liable for:
   (a) economic losses (including, without limit, loss of revenues, profits, Contracts, business or anticipated savings);
   (b) loss of goodwill or reputation;
   (c) special, indirect or consequential losses; or
   (d) damage to or loss of data even when the Company has been advised of the possibility of such losses.

(g) General

1. The Company will not be liable for any loss or damage suffered by the Client in the following cases:
   (a) losses that were not foreseeable by both parties at the start of this agreement;
   (b) losses that were not caused by any breach on the part of the Company; or
   (c) business losses or losses to non-consumers.
2. Any notice to be given under this agreement shall only be deemed to be served if delivered by hand or sent by pre-paid post, by fax or by email, to the party to whom it is given at its last known postal or email address or fax number. The notice will be effective: if delivered, on delivery; if sent by fax or email, when the sender receives confirmation of receipt; and if sent by post, on the fourth day after posting.
3. Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to natural disasters, government restrictions (including the denial or cancellation of any export or other necessary license), war, strikes, fires, floods and/or any other cause beyond the reasonable control of the party whose performance is affected.
4. No forbearance or delay by either party in enforcing the provisions of the contract will prejudice or restrict its rights, nor will any waiver of any right operate as a waiver of any subsequent breach.
5. This agreement shall be governed by English Law and the Company and the Client agree to be subject to the exclusive jurisdiction of the English Courts.