1. DEFINITIONS1.1. In the Terms and Conditions, unless the context otherwise require or permits:-
“UoS” means the University of Strathclyde, incorporated by Royal Charter, a charitable bodyregistered in Scotland with registration number SC015263 and having its Principal Office at 16Richmond Street, Glasgow G1 1XQ;
“UoS’ Tools” means:- i) any and all tools, techniques and processes identified, developed, created,acquired, improved, utilised and/or first reduced to practice or writing by UoS in the course ofperforming the Services and all IPR and Know-how therein and thereto; and ii) all preparatory workincluding concepts, sketches, visual presentations and other alternate or preliminary designs,information, data, materials and documents developed by UoS and which may or may not be sharedwith and or delivered to Client for consideration, and all IPR and Know-how therein and thereto;
“Background” means any IPR, Know-how, information, data, software and materials:- i) belonging to aParty prior to the Effective Date; or ii) generated by any of the Parties independently of the Services,that are provided by that Party to the other for use in the Services;
“Client” means the person, company or other legal entity to which the Invoice is addressed
“Confidential Information” means each Party’s confidential information disclosed by that Party to theother for use in the Services and identified as confidential before or at the time of disclosure or whichmay reasonably be supposed to be confidential from the nature of the information and the manner ofits disclosure;
“Deliverable” means:- i) each deliverable to be delivered by UoS to the Client, if any; and ii) any andall technical information, data and test results and findings generated by UoS in the course ofperforming the Services, but in each case, excluding the UoS’ Tools and UoS’ Background;
“Effective Date” means the date UoS commences work on the Services
“Foreground” means all IPR and Know-how first identified, created or first reduced to practice orwriting by UoS in the performance of the Services, including the Deliverables and all IPR therein, butexcluding the UoS’ Tools and UoS’ Background;
“Invoice” means the invoice(s) issued in association with the Services and the Terms and Conditions;
“IPR” means any patents, trade marks, registered designs, copyright, unregistered design right,database right or semi-conductor topography right, rights in and to trade or business names, know how or confidential information, and any similar or analogous rights or forms of protection in any partof the world;
“Know-how” means technical information (including information relating to inventions, discoveries,concepts, methodologies, models, research, development and testing procedures, the results ofexperiments, tests and trials, manufacturing processes, techniques and specifications, quality controldata, analyses, reports and submissions);
“Parties” means the Client and UoS and “Party” shall be construed accordingly;
“Price” means the price payable by the Client to UoS as set out in the Invoice;
“Quotation” means the quotation, or where no quotation has been issued, the Invoice; and
“Services” means the services provided by UoS to the Client.
1.2. Words importing any gender include every gender, words importing the singular include theplural and vice versa, and words importing persons include firms, companies and corporations andvice versa.1.3. The headings in these terms and conditions are not to affect the interpretation.1.4. Where the word ‘including’ is used in these terms and conditions, it shall be understood asmeaning ‘including without limitation’.
2. TERMS AND CONDITIONSThe Terms and Conditions and, if applicable, the Quotation make up the whole agreement betweenthe Parties and supersede any previous agreement between the Parties relating to the same subjectmatter. Any term and/or condition submitted, proposed or stipulated by the Client including anypurchase order issued by the Client and any term and/or condition set out or referred to therein will benull and void. The Terms and Conditions will be deemed accepted by the Client upon the first of thefollowing to occur: i) the Client returning a counter-signed copy of the Quotation, if applicable, to UoS;(ii) the Client making, signing or delivering to UoS any other letter, form or other writing or instrumentacknowledging acceptance; ii) the Client sending to UoS a purchase order in respect of all or part ofthe Services covered by the Quotation; and iii) the Client paying for all or part of the Services. If thereis any conflict or inconsistency between the Terms and Conditions and the Quotation, the Terms andConditions shall take precedence
3. TERMThe Terms and Conditions shall commence on the Effective Date and, unless terminated earlier inaccordance with its terms, shall continue thereafter until the date on which UoS has provided(all ofthe Deliverables or otherwise completed the Services when it shall automatically expire.
4. THE SERVICESIn consideration of the Client i) paying UoS the Price and ii) complying with the obligations of theClient under the Terms and Conditions , UoS will provide the Services to the Client .
5. PAYMENT5.1. Unless stated otherwise in the Quotation, if applicable, UoS shall be entitled to invoice the Clientfor the Price on completion of the Services. The Client shall pay the Invoice within 30 days of receipt.5.2. All amounts in the Invoice are stated exclusive of VAT and/or any other applicable taxes or levy,which may be charged and payable in addition at the rate in force at the date that the relevant amountbecomes payable.
6. IPR6.1. No licence to use any IPR or any other rights in or to any IPR is granted or implied by the Termsand Conditions except the rights expressly granted in the Terms and Conditions.
6.2. All Background shall remain (as between the Parties) the property of the Party introducing suchBackground to the Services.
6.3. Each Party hereby grants to the other a royalty-free, non-exclusive, non-transferable licence touse its Background for the purpose of carrying out the Services, but for no other purpose.6.4. All UoS’ Tools are and shall remain the exclusive property of UoS.
6.5. UoS hereby grants to Client a royalty-free, non-exclusive, non-transferable, worldwide licence touse the UoS’ Tools solely to the extent necessary with the Deliverables for the Services. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative worksor otherwise disassemble or modify any UoS’ Tools.
6.6. Subject to payment of the Price by the Client to UoS, the Foreground shall belong to the Clientand UoS shall ensure that all of its right, title and interest in the Foreground is assigned to the Client,and shall do, or procure the doing of, all such acts and things, and the signature of all suchdocuments, at the cost of the Client, as the Client may reasonably require in order fully and effectivelyto vest such rights in the Client.
6.7. The Client hereby grants UoS a royalty free, non-exclusive, perpetual, irrevocable licence to usethe Foreground for non-commercial academic purposes.
7. CONFIDENTIALITY7.1. Except to the extent strictly necessary for the purposes of discharging its obligations and/orexercising its rights under the Terms and Conditions, neither Party will use, publish or disclose anyConfidential Information disclosed to it by the other Party without the prior written consent of that otherParty.
7.2. The foregoing obligations relating to confidentiality shall not apply to information which is withinor subsequently enters the public domain through no fault of the Party receiving such informationunder the Terms and Conditions.
7.3. Notwithstanding any other provision of the Terms and Conditions, where either Party is in receiptof a valid information request pursuant to the Freedom of Information (Scotland) Act 2002 or anyanalogous regulations in respect of Confidential Information relating to the Terms and Conditions or tothe Services (the “Request”) it shall make an analysis as to whether the Confidential Information orother information requested is capable of benefiting from an exemption from disclosure. In the eventthat the Party in receipt of the Request considers that disclosure is legally required and makes therequested disclosure, no liability shall attach thereto.
8. LIABILITY8.1. UoS shall use reasonable endeavours to deliver the Services timeously and to ensure theaccuracy of the work performed by it and any information given by it but accepts no responsibility forany use by the Client of any of the Deliverables, Foreground, UoS’ Tools or UoS’ Background, nor forany reliance placed by the Client on any of the foregoing, nor for any advice or information given inconnection with the Services.
8.2. Nothing in the Terms and Conditions limits or excludes either Party’s liability for:- i) death orpersonal injury; or ii) any fraud or any sort of liability that by law cannot be limited or excluded.
8.3. Subject to clause 8.3, UoS’ maximum aggregate liability under the Terms and Conditions,whether in contract, delict (including negligence) or otherwise, will in no circumstances exceed thePrice.
8.4. Subject to clause 8.3, UoS shall not be liable (whether in contract, delict or otherwise) for anyloss of profit, or any indirect or consequential loss arising under or in connection with the Terms andConditions.
8.5. Each of the Parties acknowledges that, in entering into the Terms and Conditions, it does not doso in reliance on any representation, warranty or other provision except as expressly provided in theTerms and Conditions, and any conditions, warranties or other terms implied by statute or commonlaw are excluded from the Terms and Conditions to the fullest extent permitted by law.
9.1. Either Party may terminate the Terms and Conditions at any time by notice in writing to the otherParty (“Other Party”), such notice to take effect as specified in the notice:
9.1.1. if the Other Party is in material breach of the Terms and Conditions and, in the case of amaterial breach that is capable of remedy, that breach has not been remedied within 30 days of theOther Party receiving notice specifying the breach and requiring its remedy; or
9.1.2. if: (A) the Other Party becomes insolvent or unable to pay its debts as and when they becomedue, (B) an order is made or a resolution is passed for the winding up of the Other Party (other thanvoluntarily for the purpose of solvent amalgamation or reconstruction), (C) a liquidator, administrator,administrative receiver, receiver or trustee is appointed in respect of the whole or any part of theOther Party’s assets or business, (D) the Other Party makes any composition with its creditors, (E) theOther Party ceases to continue its business, or (F) the Other Party takes or suffers any action similaror analogous to any of the foregoing in any jurisdiction.
9.2. The Services and the licences granted by UoS under the Terms and Conditions shall terminateautomatically on termination or expiry of the Terms and Conditions (howsoever occurring) and theClient shall return to UoS all UoS’ Tools and UoS’ Background within thirty (30) days of suchtermination or expiry.
9.3. In the event of early termination of the Terms and Conditions, UoS shall be reimbursed by theClient for all expenses properly incurred in providing the Services, including expenses falling due forpayment after the date of termination which arise from commitments reasonably and necessarilyincurred by UoS for the performance of the Services. UoS shall be entitled to invoice for such costsand expenses at any time following termination of the Terms and Conditions.
10.1. Neither Party shall be deemed to be in breach of the Terms and Conditions if that Party isunable to carry out any provision of the Terms and Conditions (other than payment provisions) for anyreason beyond its reasonable control.
10.2. The Client shall not be entitled to assign, sub-contract, sub-license or otherwise transfer any orall of its rights and/or obligations under the Terms and Conditions without the prior written consent ofUoS.
10.3. Any formal legal notice to be given under the Terms and Conditions shall be in writing and shallbe sent by first class recorded delivery post as follows:-
10.3.1. where given by UoS, to the address and, where applicable, marked for the attention of theindividual, to which the Invoice or, if applicable, the Quotation is addressed; and
10.3.2. where given by the Client to Director, Research & Knowledge Exchange Services, Universityof Strathclyde, 50 George Street, Glasgow G1 1QE; or
10.3.3. in either case, to such alternative address and/or individual(s) as the relevant recipient Partymay have intimated in writing to the other for that purpose.
10.4. All notices shall be deemed effective upon the earlier of: i) receipt by the Party to which noticeis given; and ii) the third day following mailing.
10.5. Except as otherwise expressly provided in the Terms and Conditions none of the terms andconditions of the Terms and Conditions shall be enforceable by any person who is not a Party to it.
10.6. Each provision of the Terms and Conditions shall be construed separately and, save asotherwise expressly provided herein, none of the provisions hereof shall limit or govern the extent,application or construction of any other of them and, notwithstanding that any provision of the Termsand Conditions may prove to be unenforceable by law, the remaining provisions shall continue in fullforce and effect.
10.7. A waiver of any right under the Terms and Conditions is only effective if it is in writing and shallnot be deemed to be a waiver of any subsequent breach or default. No failure or delay by a Party in exercising any right or remedy under the Terms and Conditions or by law shall constitute a waiver ofthat or any other right or remedy, nor preclude or restrict its further exercise. No single or partialexercise of such right or remedy shall preclude or restrict the further exercise of that or any other rightor remedy.
10.8. Nothing in the Terms and Conditions shall be construed as establishing or implying anypartnership or joint venture between the Parties and nothing in the Terms and Conditions shall bedeemed to constitute one of the Parties as the agent of the other.
10.9. Those provisions of the Terms and Conditions which by their nature or implication are requiredto survive expiry or termination of the Terms and Conditions (including the provisions of clauses 1, 3and 6 to 11) shall so survive and continue in full force and effect, together with any other provisions ofthe Terms and Conditions necessary to give effect to such provisions.
10.10.The Terms and Conditions shall be construed and interpreted in accordance with, andgoverned by, the Law of Scotland, and the Parties agree that the Scottish Courts shall have nonexclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with the Termsand Conditions or its subject matter or formation (including non-contractual disputes or claims).
10.11.No variation of these terms and conditions shall be valid unless it is in writing and signed onbehalf of each Party by an authorised signatory.
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