General Terms of Business

  1. Definitions
    • “Additional Terms” means any other terms applicable to the Services included with or referenced in the Engagement Letter.
    • "Agreement" means the contract formed by the Engagement Letter, the General Terms, and any Additional Terms.
    • "Affiliates" means any legal entity that, directly or indirectly, controls, or is controlled by, or is under common control with you.
    • "Charges" means the fees, expenses and applicable taxes payable for the Services.
    • "Confidential Information" means any information that has been or will be made available, directly or indirectly, by one Party to the other in connection with the Services, that is marked or communicated as confidential or whose nature is such that a recipient would reasonably consider it confidential, including, without limitation, business plans, proposals, product development details, methodologies, software code and specifications and financial information. Confidential Information excludes Excluded Information.
    • "Engagement Letter" means the letter sent to you referencing the General Terms.
    • "Engagement Team" means the employees or consultants of Othrys who are individuals delivering the Services.
    • "Excluded Information" means information that: (i) is or becomes generally available in the public domain through no fault of either the receiving Party or those to whom the receiving Party has disclosed the Confidential Information; or (ii) was or becomes known to the receiving Party free of any obligation of confidence from a third party entitled to make such disclosure; or (iii) was developed by a Party independently of the other's Confidential Information.
    • "General Terms" means these terms and conditions.
    • "IPRs" means all intellectual property rights including all rights in and to inventions, utility models, patents, copyright, trade marks, logos, trade and business names, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) in every case whether registered or unregistered and all similar or equivalent rights or forms of protection (whether now or in the future) anywhere, and references to "IPR" means any of them.
    • "Party" means either of Othrys and you and "Parties" shall mean both Othrys and you.
    • "Person" means individuals, corporate and unincorporated bodies.
    • "Services" means the services to be delivered by us under the Engagement Letter.
    • "you" (and derivatives) means the addressee(s) of the Engagement Letter.
  2. The Agreement
    1. This Agreement sets out the entire agreement between the Parties in connection with the Services and extinguishes all previous agreements, promises, representations and understandings between the Parties to the extent only that they relate to its subject matter.
    2. In entering into this Agreement, neither Party has relied on any statement, representation, assurance or warranty (made innocently or negligently) unless it is set out in this Agreement.
    3. If there is any inconsistency between the Engagement Letter and any other part of this Agreement, the Engagement Letter prevails to the extent necessary to resolve the inconsistency. If there is any inconsistency between these General Terms and any Additional Terms, the Additional Terms prevail to the extent necessary to resolve the inconsistency.
    4. Any changes to this Agreement must reference this Agreement, be in writing and signed by all Parties.
  3. Our responsibilities
    1. The Services shall be delivered with the reasonable skill and care expected from a skilled and experienced person engaged in providing services similar to the Services, in a similar context, and in compliance with applicable laws.
  4. Your responsibilities
    1. You shall provide (and procure that your personnel and suppliers provide), in a timely manner, cooperation, information, documents and access to personnel, premises, systems and facilities, as we reasonably need or request and you shall obtain all necessary licences and permissions. You shall provide a safe and appropriate working environment and perform any actions required of you in this Agreement.
    2. You shall tell us of any changed circumstances or information that may have an impact on the Services and ensure that the personnel involved have the required skills and information.
  5. Confidentiality
    1. The Parties shall keep each other's Confidential Information confidential and use it only to perform or receive the Services or for exercising their rights or performing their obligations under this Agreement and for corporate governance purposes. Each Party will protect the Confidential Information it receives as it would protect its Confidential Information, and exercise at least a reasonable standard of care.
  6. Our Charges
    1. Unless otherwise agreed in the Engagement Letter, we shall invoice you monthly in arrears for the Charges together with any taxes payable on or deductible from them. You wiII pay our invoice within 30 days of the invoice date without set-off.
    2. If this Agreement is terminated, unless terminated: (i) by us without reasonable cause, which includes any material failure by you to meet your obligations under this Agreement; or (ii) by you because of a material breach of our obligations, we shall be entitled to payment of our Charges for Services performed up to the date of termination. In this event, our Charges will be calculated at our agreed hourly rates (or, if none are agreed, our standard rates) at the time the Services were performed.
    3. Where there is more than one addressee of the Engagement Letter, unless the Engagement Letter provides otherwise, each of you shall be jointly and severally liable to pay our Charges.
    4. If we are required by law, or a regulatory or parliamentary body in any proceedings, forum, or investigation (in which we are not a party or participant but you are) to provide information or produce documents relating to the Services, you shall pay our fees incurred in satisfying such requirements based on our standard rates at the time and any costs, expenses and VAT.
  7. Circumstances beyond your or our control
    1. No Party shall be in breach of its obligations under this Agreement or incur liability to the other due to causes beyond their reasonable control.
    2. If such an event occurs, the affected Party shall, as soon as reasonably practicable, notify the other, who may suspend or terminate this Agreement by giving seven days' notice, taking effect if the affected Party has not recommenced the performance of its obligations in that period.
  8. Waiver, assignment and sub-contractors
    1. No Party may assign the benefit of this Agreement.
    2. We may use sub-contractors to assist in delivering the Service but we remain responsible to you for performing the Services. Where any sub-contractor is not an Othrys Person we will notify you first.
  9. Limitations on our liability
    1. Our entire liability under this Agreement, for all claims connected to it, in contract, tort (including negligence), statutory liability or otherwise shall be limited to the amount in the Engagement Letter or, if no amount is set out the amount of fees paid relating to work in respect of which the relevant claim arises.
    2. Nothing in this Agreement excludes or restricts our liability for fraud, fraudulent misrepresentation, for death or personal injury resulting from our negligence, or for any other liability that may not be excluded or limited by law.
  10. Termination
    1. We may terminate this Agreement immediately if (i) there is a change of law, rule, regulation or professional standard, or circumstances arise that Othrys reasonably believes would cause the relationship between the Parties to violate such law, rule, regulation or professional standard.
    2. Clauses 1, 2, 3, 4, 5, 6, 7, 8, 9, 10.2, 11 and 12 shall survive termination of this Agreement, together with any other provision stated to survive termination or which, by implication, is intended to survive.
  11. Notices
    1. Any notice under this Agreement shall be in writing which includes emailAny notice alleging breach or terminating this Agreement must be delivered by first class registered post (or overseas equivalent) to or left (and signed for) at our respective addresses in the Engagement Letter (or another address as notified in writing) addressed to the lead persons of the relevant Party named in the Engagement Letter.
  12. Choice of law and jurisdiction
    1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
    2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.