Legal Documentation
Last updated: 1 November 2024 — Applicable to all engagements commencing on or after this date
In these Terms and Conditions ("the Agreement"), the following definitions apply unless the context requires otherwise:
"the Company" means FAMORENOVO LIMITED, a company incorporated in England and Wales and registered at Flat 1 Royal Wells Court, 41 Church Road, Tunbridge Wells, TN1 1JT, United Kingdom.
"the Client" means the person, partnership, limited liability partnership, limited company or other legal entity that has engaged the Company to provide the Services in accordance with the Engagement Documentation.
"the Services" means the professional services described in the Engagement Documentation, which may include media streaming distribution services, computer systems design services, technical consulting services, related professional services, and any ancillary services agreed in writing between the parties.
"Engagement Documentation" means, collectively, any proposal, quotation, engagement letter, statement of work, project brief, or other written document issued by the Company and accepted by the Client, which defines the scope, deliverables, timeline, fees and other specific terms of a particular services engagement.
"Deliverables" means the tangible outputs, documents, specifications, reports, designs, code, configurations, or other materials produced by the Company as part of the Services and specified as deliverables in the Engagement Documentation.
"Intellectual Property Rights" means all patents, trade marks, service marks, registered designs, copyrights, database rights, design rights, confidential information rights, trade secrets and all other intellectual property rights of any nature, whether registered or unregistered, subsisting anywhere in the world.
"Confidential Information" means all information disclosed by one party ("the Disclosing Party") to the other party ("the Receiving Party") in connection with the Services that is marked as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of its disclosure, including without limitation technical specifications, system architectures, business strategies, financial information, client data, pricing and commercial terms.
"Data Protection Legislation" means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and any amendments or successor legislation thereto.
"Force Majeure Event" means any event beyond the reasonable control of the affected party, including acts of God, fire, flood, earthquake or other natural disaster, war, hostilities, terrorist attack, pandemic, epidemic, government action, regulatory change, industrial dispute (other than one involving the affected party's own employees), power failure, failure of telecommunications networks or infrastructure, or failure of third-party services upon which the affected party depends.
In these Terms and Conditions, references to clauses are to clauses of these Terms and Conditions; headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; and any reference to a statute or statutory provision includes any amendment, consolidation or re-enactment of it.
These Terms and Conditions, together with the Engagement Documentation, form the entire agreement between the Company and the Client in respect of the Services. They supersede all prior agreements, representations, warranties, understandings, negotiations and discussions between the parties, whether oral or written, relating to the subject matter of the Agreement.
An engagement between the Company and the Client is formed when: (a) the Client accepts the Company's written proposal or engagement letter by signing and returning a copy; (b) the Client instructs the Company to commence work following receipt of the proposal or engagement letter; or (c) the Client makes payment of any advance fees or deposits specified in the Engagement Documentation. The Client's instructions to commence work constitute acceptance of these Terms and Conditions and the Engagement Documentation in their entirety.
These Terms and Conditions shall apply to the exclusion of any terms and conditions that the Client may purport to apply, whether contained in a purchase order, client agreement template, framework agreement or otherwise, unless the Company has expressly agreed in writing to be bound by such terms. No variation to these Terms and Conditions shall be effective unless agreed in writing and signed by an authorised representative of the Company.
The submission of a proposal or quotation by the Company does not constitute an offer capable of acceptance. The Company reserves the right to decline any proposed engagement at its absolute discretion without giving reasons, including after submission of a proposal, where the Company's assessment of the scope, client or commercial terms makes it unable to proceed.
The Company will provide the Services with reasonable care and skill in accordance with the standard expected of a professional technology services firm of equivalent standing and expertise. The Company will deploy appropriately experienced and qualified personnel to the Services and will manage its resources to meet the timelines agreed in the Engagement Documentation, subject to the provisions of Clause 10 (Force Majeure) and the Client's performance of its obligations under Clause 6.
The scope of the Services is as defined in the Engagement Documentation. Any work requested by the Client that falls outside the defined scope constitutes a variation and shall be subject to the change control process described in Clause 3.4. The Company is not obliged to provide services outside the agreed scope without prior written agreement on the terms for such additional work.
The Company will apply its professional methodologies and standards in the delivery of the Services. Unless the Engagement Documentation specifies particular methodologies, standards or frameworks to be applied, the Company will exercise its professional judgement in selecting the approaches it considers most appropriate for the Client's specific context and requirements.
Either party may request a change to the scope, timeline or deliverables of the Services by submitting a written change request to the other party. The Company will assess the requested change and provide the Client with a written impact assessment setting out the effect of the change on the scope, timeline, deliverables and fees within five working days of receiving the change request. No change shall be implemented until both parties have agreed the change in writing and the Client has confirmed acceptance of any additional fees or revised timeline associated with the change. Verbal instructions to change the scope of work will not be actioned without written confirmation.
The Company may sub-contract the performance of any part of the Services to appropriately qualified third parties, provided that the Company remains responsible to the Client for the performance of those sub-contracted elements. The Company will not sub-contract material elements of the Services without informing the Client. The Company will ensure that any sub-contractors engaged are bound by confidentiality obligations no less protective than those set out in Clause 8.
The fees payable for the Services are as specified in the Engagement Documentation. Unless otherwise stated in the Engagement Documentation, all fees are quoted exclusive of value added tax ("VAT"). VAT will be applied at the applicable rate and will be shown separately on the Company's invoices. Unless otherwise agreed in writing, the Client is responsible for all expenses reasonably incurred by the Company in performing the Services, including travel, accommodation, subsistence and third-party costs, provided that the Company will seek the Client's prior approval for individual expenses or categories of expense above the threshold specified in the Engagement Documentation.
Unless the Engagement Documentation specifies alternative payment terms, the Company's standard payment terms are as follows: invoices are issued on the dates specified in the Engagement Documentation's payment schedule, or on a monthly basis for time-and-materials engagements; payment is due within thirty calendar days of the invoice date; and payment shall be made by bank transfer to the Company's nominated bank account, details of which will be provided on the Company's invoices. The Company reserves the right to require payment in advance of commencing work, and to require milestone payments at defined stages of a fixed-scope engagement.
If the Client fails to pay any invoice by the due date, the Company reserves the right, without prejudice to any other rights or remedies available to it, to: charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time, calculated daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; suspend performance of the Services until payment is received in full, including interest; and recover from the Client all reasonable costs incurred in obtaining payment of overdue amounts, including legal costs.
If the Client disputes any part of an invoice in good faith, the Client must notify the Company in writing within ten working days of the invoice date, specifying in reasonable detail the grounds for the dispute. The undisputed portion of the invoice remains due and payable by the original due date. The parties will seek to resolve the dispute through good faith negotiation. If the dispute cannot be resolved within twenty working days of notification, either party may refer it to the dispute resolution procedure set out in Clause 18.
The Company reserves the right to review its fees on an annual basis. For ongoing retainer or managed service arrangements, the Company will provide the Client with not less than thirty days' written notice of any proposed fee increase. If the Client does not accept the proposed increase, either party may terminate the ongoing arrangement in accordance with Clause 12, subject to any minimum notice period specified in the Engagement Documentation.
Nothing in these Terms and Conditions affects the ownership of any Intellectual Property Rights existing prior to the commencement of the Services ("Pre-existing IP"). Each party retains ownership of its respective Pre-existing IP. The Client's Pre-existing IP remains the property of the Client, and the Company's Pre-existing IP — including the Company's methodologies, tools, templates, frameworks, processes, documentation formats and technical know-how — remains the property of the Company.
Subject to full payment of all fees due under the Agreement, the Client is granted a perpetual, non-exclusive, non-transferable licence to use the Deliverables for its own internal business purposes. Unless otherwise expressly agreed in writing in the Engagement Documentation, ownership of Intellectual Property Rights in the Deliverables vests in the Company upon creation. The Company grants the Client the licence set out above in respect of those Deliverables upon payment in full of all amounts due. The Company retains the right to use the Deliverables, and the knowledge, techniques and experience arising from the engagement, in the course of its practice with other clients, provided that no confidential information of the Client is disclosed in doing so.
Where the Engagement Documentation expressly specifies that ownership of Intellectual Property Rights in specific Deliverables is to be assigned to the Client, such assignment takes effect upon payment in full of all amounts due under the Agreement. Any assignment of Intellectual Property Rights requires the execution of a written assignment document. The Company reserves a non-exclusive, royalty-free licence to use any assigned Deliverables for the Company's own internal reference purposes and portfolio record-keeping, subject to the confidentiality provisions of Clause 8.
The Client grants to the Company a non-exclusive licence to access, use, copy and modify the Client's systems, data, documentation and other materials to the extent necessary for the performance of the Services. This licence is granted solely for the purposes of the engagement and terminates automatically upon the conclusion or termination of the Agreement.
Where the Services involve the integration, configuration or deployment of third-party software, platforms or technologies, the Client acknowledges that such third-party materials are subject to the licensing terms of their respective owners. The Company will advise the Client of any third-party licence requirements identified in the course of the Services, but the Client is responsible for ensuring that it holds all necessary licences for third-party software and technologies deployed in or recommended for its environment. The Company accepts no liability for the Client's failure to maintain appropriate licences for third-party software.
The Client agrees to provide the Company with all reasonable cooperation, access, information and resources required for the efficient delivery of the Services. This includes, without limitation: timely access to relevant personnel, systems, documentation and physical environments; prompt responses to requests for information, approvals and decisions; and designation of a Client-side project contact with appropriate authority to provide instructions and approvals on the Client's behalf.
The Client is responsible for the accuracy and completeness of all information, data and documentation provided to the Company in connection with the Services. The Company will rely on the information provided by the Client in performing the Services and shall not be liable for any deficiencies in the Services or Deliverables that arise from inaccurate, incomplete or misleading information provided by the Client. Where the Company becomes aware that information provided by the Client is or may be inaccurate, the Company will notify the Client promptly.
Where the delivery of the Services is dependent on actions or inputs from the Client (including approvals, testing activities, data provision, access arrangements or third-party arrangements to be made by the Client), the Client agrees to perform those actions within the timeframes agreed in the Engagement Documentation or, where no specific timeframe is agreed, within a reasonable time. Delays in Client-side dependencies that affect the Company's ability to deliver the Services may affect agreed timelines and may give rise to additional fees in accordance with the change control provisions of Clause 3.4.
Where the Services require the Company's personnel to access the Client's systems, networks or facilities, the Client will provide appropriate access credentials and ensure that such access is granted in accordance with the Client's security policies. The Client is responsible for ensuring that the access granted is appropriate and does not expose the Client's systems to unnecessary risk. The Company's personnel will comply with the Client's reasonable security policies as communicated in writing, provided that compliance with such policies does not prevent the performance of the Services.
The Client is responsible for ensuring that its use of the Deliverables and its operation of systems designed or modified by the Company complies with all applicable laws, regulations, codes of practice and regulatory requirements applicable to the Client's industry and operations. Where the Client requires the Deliverables or Services to comply with specific regulatory frameworks, the Client must identify those requirements explicitly in the Engagement Documentation.
The Company warrants that: it has the right, power and authority to enter into and perform the Agreement; the Services will be performed with reasonable care and skill by appropriately qualified personnel; the Deliverables will materially conform to the specifications set out in the Engagement Documentation at the time of delivery; and the Company will not knowingly infringe the Intellectual Property Rights of any third party in performing the Services.
If the Client identifies a material defect in a Deliverable — meaning a material failure to conform to the specifications set out in the Engagement Documentation — within thirty days of delivery, the Client must notify the Company in writing with a detailed description of the defect. The Company's sole obligation in respect of defective Deliverables is, at its election, to correct the defect or to re-perform the relevant part of the Services within a reasonable time. The Company's obligation to remedy defects does not extend to defects arising from: changes to the Client's environment after delivery; the Client's modification of the Deliverable without the Company's prior written consent; or the Client's failure to comply with its obligations under Clause 6.
The Client warrants that: it has the right, power and authority to enter into and perform the Agreement; it holds all licences, authorisations and consents required to engage the Company to provide the Services; all information provided to the Company in connection with the Services is accurate and complete to the best of the Client's knowledge; and the Client's systems and environments are operated in accordance with applicable laws and regulations.
To the fullest extent permitted by applicable law, the Company excludes all implied warranties, conditions and other terms relating to the Services or the Deliverables, including implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement, save to the extent that such exclusion is not permitted by applicable law.
Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the Disclosing Party. Each party agrees to use the Confidential Information of the other party solely for the purposes of performing its obligations or exercising its rights under the Agreement. Each party will implement and maintain technical and organisational measures appropriate to the nature and sensitivity of the Confidential Information to prevent its unauthorised disclosure or use.
The obligations of confidentiality set out in Clause 8.1 do not apply to information that: is or becomes publicly available other than through breach of the Agreement; is already known to the Receiving Party at the time of disclosure, as evidenced by its existing records; is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or is required to be disclosed by applicable law, court order or regulatory requirement, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement (to the extent permitted by law) and cooperates with the Disclosing Party's reasonable efforts to limit the scope of the required disclosure.
Each party may disclose the other party's Confidential Information to its employees, officers, professional advisers and sub-contractors on a need-to-know basis for the purposes of the Agreement, provided that such persons are bound by confidentiality obligations no less protective than those set out in this Clause 8. Each party is responsible for any breach of the confidentiality obligations in this Clause by its personnel or sub-contractors.
The confidentiality obligations set out in this Clause 8 shall survive the termination or expiry of the Agreement for a period of five years from the date of termination or expiry, or for such longer period as may be required by applicable law or as agreed in writing between the parties.
Unless the Client otherwise consents in writing, the Company will not identify the Client by name in public-facing materials, case studies, portfolio references or marketing communications without the Client's prior written consent. The Company may, however, refer to the general nature and sector of engagements in aggregate descriptions of its practice (for example, "a regional UK broadcaster" or "a technology services group") without identifying the Client specifically. The Client agrees that the Company may include the Client's name in proposals submitted to prospective clients, as a reference engagement, subject to the Client's right to withdraw consent upon written notice.
The total aggregate liability of the Company to the Client under or in connection with the Agreement, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid or payable by the Client to the Company under the Agreement in the twelve months immediately preceding the event giving rise to the claim. For the avoidance of doubt, this cap applies to all claims in aggregate, not to each individual claim.
To the fullest extent permitted by applicable law, the Company shall not be liable to the Client for any: loss of profits; loss of revenue; loss of business; loss of contracts; loss of anticipated savings; loss of goodwill; loss of data; business interruption; or any indirect or consequential losses, howsoever arising, even if the Company has been advised of the possibility of such losses.
Nothing in these Terms and Conditions excludes or limits the Company's liability for: death or personal injury caused by the Company's negligence; fraud or fraudulent misrepresentation; or any other liability that cannot lawfully be excluded or limited under applicable UK law.
Both parties agree to take all reasonable steps to mitigate any loss or damage they suffer in connection with the Agreement.
Any claim by the Client under or in connection with the Agreement must be brought within twelve months of the date on which the Client became aware (or ought reasonably to have become aware) of the circumstances giving rise to the claim, and in any event within two years of the date on which the Services to which the claim relates were completed or terminated.
Neither party shall be liable to the other for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by a Force Majeure Event, provided that: the affected party notifies the other party in writing as soon as reasonably practicable after becoming aware of the Force Majeure Event; the affected party uses all reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance as quickly as possible; and the failure or delay is not caused by the affected party's own act, omission or negligence.
If a Force Majeure Event continues for more than sixty consecutive days, either party may terminate the Agreement on written notice to the other party, without liability to the other party except for payment of fees for Services already performed and accepted by the Client prior to the Force Majeure Event.
Where the Company processes personal data in the course of providing the Services, and where both parties determine the purposes and means of such processing independently, each party acts as an independent data controller under the Data Protection Legislation and is individually responsible for complying with its obligations as a data controller. Each party will maintain its own privacy policy and will ensure that it processes personal data in accordance with the Data Protection Legislation.
Where the Company processes personal data on behalf of the Client as a data processor (for example, where the Company accesses the Client's systems that contain personal data), the parties shall enter into a written data processing agreement that satisfies the requirements of the UK GDPR before any such processing commences. The data processing agreement will specify, at a minimum, the subject matter, nature and purpose of the processing, the types of personal data processed, the categories of data subjects, and the obligations and rights of both parties in respect of the processing.
Where the Company processes personal data in connection with the Services, it will implement and maintain technical and organisational measures appropriate to the nature and sensitivity of the personal data, including measures designed to protect against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.
If the Company becomes aware of a personal data breach affecting personal data processed on behalf of the Client, the Company will notify the Client without undue delay and will provide all reasonable cooperation in the Client's investigation and response to the breach, including notification to the Information Commissioner's Office where required by the Data Protection Legislation.
Either party may terminate the Agreement for convenience by providing written notice to the other party. Unless the Engagement Documentation specifies a different notice period, the minimum notice period for termination for convenience is thirty calendar days. Where a fixed-scope engagement is terminated by the Client for convenience before the agreed completion date, the Client shall pay the Company for all Services performed up to the date of termination, plus a reasonable provision for costs and commitments that cannot be cancelled on the notice given.
Either party may terminate the Agreement immediately by written notice to the other party if: the other party commits a material breach of the Agreement that is not remedied within fifteen working days of written notice requiring remedy; the other party is unable to pay its debts as they fall due, enters administration, liquidation, receivership or any similar insolvency process, or takes any step in connection with such a process; the other party ceases to carry on business; or any Force Majeure Event as described in Clause 10 continues for more than sixty consecutive days.
Upon termination of the Agreement: all licences granted under the Agreement shall terminate (except where the Client has paid in full for Deliverables that are the subject of a perpetual licence); each party shall return or securely destroy the other party's Confidential Information within a reasonable time; the Client shall pay all fees and expenses outstanding at the date of termination; and the provisions of these Terms and Conditions that by their nature are intended to survive termination — including Clauses 5, 7, 8, 9, 11, 15, 17 and 18 — shall continue in full force and effect.
The Company may suspend performance of the Services immediately upon written notice to the Client where: the Client fails to make payment of any amounts due within ten days of a written demand for payment; the Client materially breaches its obligations under Clause 6; or the Client's actions or omissions give the Company reasonable grounds to believe that its personnel or systems are at risk. Suspension does not affect the Company's right to terminate and does not relieve the Client of its payment obligations. The Company will resume performance as soon as the grounds for suspension have been resolved.
The Client agrees to indemnify, defend and hold harmless the Company and its directors, employees, agents and sub-contractors from and against all claims, liabilities, damages, losses, costs and expenses (including reasonable legal costs) arising from: the Client's breach of any provision of the Agreement; the Client's infringement of any third party's Intellectual Property Rights in connection with the Services; the Client's use of the Deliverables in a manner not authorised by the Agreement; any claim by a third party arising from the Client's systems, operations or products, except to the extent caused by the Company's negligence or wilful misconduct; and any regulatory enforcement action arising from the Client's failure to comply with applicable laws and regulations in its use of the Services or Deliverables.
The Client agrees that during the term of the Agreement and for a period of twelve months following its termination or expiry, it will not, without the Company's prior written consent, directly solicit, recruit or employ any employee, director or sub-contractor of the Company who has been involved in the delivery of the Services. This restriction does not prevent the Client from employing any individual who responds to a general recruitment advertisement not specifically directed at the Company's personnel. In the event of a breach of this clause, the Client agrees to pay the Company a sum equivalent to six months' salary of the relevant individual as agreed liquidated damages, the parties acknowledging that this represents a genuine pre-estimate of the loss that would be suffered by the Company.
Both parties agree to comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and to maintain adequate procedures designed to prevent bribery. Neither party will offer, promise, give, accept or authorise any financial or other advantage in connection with the Agreement that constitutes or would constitute a bribe under applicable law. Each party will promptly report to the other any request or demand for any undue financial or other advantage made in connection with the performance of the Agreement.
The Company maintains a zero-tolerance approach to slavery and human trafficking. The Company will not knowingly employ or engage any person in a situation of slavery, servitude, forced labour or human trafficking, and will not engage sub-contractors or suppliers who do so. The Company will maintain adequate procedures to identify and prevent modern slavery risks in its operations and supply chain, consistent with its obligations under the Modern Slavery Act 2015.
The Agreement (comprising these Terms and Conditions and the Engagement Documentation) constitutes the entire agreement between the parties in respect of the Services and supersedes all prior agreements, representations, warranties, negotiations and discussions between the parties relating to the subject matter of the Agreement. Each party acknowledges that in entering into the Agreement it has not relied on any representation, warranty or undertaking not expressly set out in the Agreement.
No variation to the Agreement shall be valid unless agreed in writing and signed by an authorised representative of each party. Any attempted variation that does not meet this requirement has no effect.
No failure or delay by either party in exercising any right or remedy under the Agreement shall constitute a waiver of that right or remedy. A waiver of any breach of the Agreement does not constitute a waiver of any subsequent breach of the same or any other provision.
If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal and enforceable, or severed from the Agreement if modification is not possible, without affecting the validity and enforceability of the remaining provisions.
The Agreement does not confer any right on any third party to enforce any term of the Agreement under the Contracts (Rights of Third Parties) Act 1999. This Clause does not affect any right or remedy of a third party that exists or is available independently of that Act.
Any notice required to be given under the Agreement must be in writing and delivered by hand, sent by post to the registered office of the relevant party, or sent by email to the email address specified in the Engagement Documentation. Notices sent by post are deemed received on the second working day after posting. Notices sent by email are deemed received at the time of transmission, provided that the sender does not receive an automated delivery failure notification. Notices delivered by hand are deemed received at the time of delivery.
In the event of any dispute, difference or question arising from or in connection with the Agreement, the parties agree to use their best efforts to resolve the dispute through good faith negotiation between representatives of each party. Either party may initiate this process by giving the other party written notice identifying the dispute and its good faith position. The parties will hold a meeting to discuss the dispute within ten working days of such notice.
If the dispute is not resolved through good faith negotiation within twenty working days of the notice of dispute (or such longer period as the parties may agree in writing), either party may require the dispute to be submitted to mediation. The parties will use their best efforts to agree a mediator. If they cannot agree within five working days of a request for mediation, the mediator shall be appointed by the Centre for Effective Dispute Resolution ("CEDR") on the application of either party. The costs of mediation will be shared equally between the parties unless the mediator determines otherwise.
The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by and construed in accordance with the law of England and Wales. Subject to the dispute resolution procedure in Clauses 18.1 and 18.2, each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with the Agreement.
Notwithstanding the above provisions, either party may apply to the courts of England and Wales for injunctive or other equitable relief as a matter of urgency without first following the steps set out in Clauses 18.1 and 18.2.
The Company reserves the right to amend these Terms and Conditions from time to time. For new engagements, the version of these Terms and Conditions in effect at the date of the Engagement Documentation shall apply. For ongoing engagements, amendments to these Terms and Conditions shall take effect on thirty days' written notice to the Client, unless the Client objects in writing within that period, in which case the existing terms shall continue to apply to the ongoing engagement.
For any enquiries relating to these Terms and Conditions, please contact FAMORENOVO LIMITED at:
FAMORENOVO LIMITED
Flat 1 Royal Wells Court
41 Church Road
Tunbridge Wells
TN1 1JT
United Kingdom
Email: it@famorenovolimited.digital
Telephone: +44 7702 248 625
Website: famorenovolimited.digital
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