Terms & Conditions

1. SCOPE

1.1 These terms and conditions shall apply to the supply of Grantmanager (the 'Solution') to be provided by Internet Arrow Limited whose registered office is at F1 Enterprise Park, Courtauls Way, Coventry, CV6 5NX and any subsidiaries ("Arrow") to 'the Client' and shall apply in place of and prevail over any terms or conditions contained or referred to in correspondence or elsewhere or implied by trade custom practice or course of dealing unless specifically agreed to in writing by Arrow and any purported provisions or oral representations to the contrary are hereby excluded or extinguished.

2 PRICE

2.1 Arrow will supply Grantmanager for a fixed sum which does not include Value Added Tax (no figures quoted by Arrow are to be considered as VAT exclusive). The fixed sum may be increased only in accordance with the express provisions of these terms and conditions or as otherwise agreed.

3 PAYMENT

3.1 Arrow will submit invoices as specified below. Payment of any invoice submitted by Arrow shall be made in full by the Client within FIFTEEN days of the date of issue or as detailed below;

3.1.1 Full & Final Payment

3.2 If any such sum due from the Client under the terms of this Agreement shall not be paid by the Client, Arrow reserves the right to charge interest at the rate of three per cent per annum over the Barclays Bank Base Rate from time to time in force on the sum due in respect of the period from the due date to the date of actual payment.

3.3 If the Client shall fail to pay any sum due Arrow may, without prejudice to any other remedy, cease all work in progress in respect of the Supply or any part thereof until the payment be made, in which case Arrow shall be entitled to invoice the Client, which shall immediately pay in full, all work in progress then remaining to be charged and the reasonable expenses of Arrow occasioned by such cessation and any subsequent resumption of work, and shall grant to Arrow an appropriate extension to the period of the supply.

3.4 No counter-claim or set-off may be deducted by the Client from any payment due to Arrow without the prior written consent of Arrow.

4 STAFF CONDITIONS

4.1 Each party agrees that when their staffs are employed on the premises of the other party they shall comply with such rules and regulations as are notified to them for the conduct of staff on those premises.

4.2 The client undertakes that its staff participating in the work performed in respect of the supply of the Solution shall possess the appropriate skills and experience for the tasks assigned to them, and shall be available at such times as are agreed by the parties. Further, such staff shall so far as possible be fully acquainted with the terms of reference in relation to this Agreement. Arrow reserves the right to replace any of its staff employed on the supply of Grantmanager at any time.

4.3 Each party undertakes not to make any claim whatsoever against the staff of the other party (whether in respect of the supply of the Grantmanager or otherwise) without the prior written consent of the other party.

4.4 The Arrow staff engaged in the supply of the Solution shall at all times remain under the management control of Arrow.

4.5 Arrow reserves the right to use subcontractors on the supply of the Solution to the Client at the sole discretion of Arrow.

5 INFORMATION

5.1 Each of the parties undertakes to provide each other promptly with all information concerning their operations and activities which may reasonably be required for the performance of their obligations under the agreement, and each of the parties' staff shall have the right of access to each other's staff and premises at all reasonable times on prior notice being given.

5.2 In the event of delay occasioned by the Client in the supply of such information, or access to the Client's staff or premises, Arrow reserves the right to review the charges (in the event that extra costs are incurred) and timescale of the contract in accordance with clause 5 of these Terms and Conditions.

5.3 If at any time during the supply of the Solution either party shall notice or suspect that any wrong assumptions have been made or wrong directions have been taken by either party they shall forthwith inform the other party in writing immediately.

9 WARRANTY

9.1 Following acceptance Arrow will warrant Grant Manager for 30 (THIRTY) days from acceptance date. During this period Arrow will correct any faults against the Solution Requirement as modified by any detailed documented changes during the course of the supply. The Client will pay at Arrow's standard daily fee rates for all time spent on investigating submitted 'faults' that are established to be correctly functioning.

10 INTELLECTUAL PROPERTY

10.1 The copyright, patent, and other intellectual property rights ("IPR") in the Solution prepared by Arrow shall vest in Coventry City Council (CCC). Arrow shall grant to the Client for the period specified or the period specified in an associated Arrow Service Agreement an exclusive licence to copy, modify and use (or in the case of Arrow standard products used in the Solution, a non-exclusive licence to use) the Solution for such time as the copyright, patent and other rights subsist in such IPR, except that in the event that the Client breaches the terms of use granted under this clause either before or after completion of the Solution the licence to use shall terminate forthwith, and in the event that Arrow terminates the Agreement in accordance with clause 15 the licence to use shall end upon such termination and not be deemed to continue after such event unless otherwise agreed in writing by Arrow. Use of the Solution and any copies shall be for the Client's own internal purposes only, unless otherwise agreed in writing by Arrow.

11 CONFIDENTIALITY AND PUBLICITY

11.1 Each party undertakes not to print, publicise or disclose to any third party any confidential information relating to the other party or its operations without the prior consent of the other party. Arrow and Arrow's sub-contractors agree to be similarly bound in respect of their involvement with the provision of the Solution. The Client undertakes not to publicise the supply of the Solution without prior consultation with Arrow if Arrow is identified in the materials, used for such without limitation

11.2 This Clause shall not apply to information that is or becomes public knowledge otherwise than through the default of the party concerned, or is already in the receiving party's possession, or is legally acquired by such party from a third party, or is required by law to be disclosed.

11.3 Arrow agrees to take reasonable steps to ensure that its staff and sub-contractors are bound by the provisions of this clause. The Client acknowledges that Arrow staff are not authorised to give any further undertaking without the written approval of an officer of Arrow.

11.4 Arrow may seek, and the Client shall not unreasonably withhold, permission to publicise Arrow's involvement directly by its trademark symbol affixed to the website or through press and other media

12 TERMINATION

12.1 Either party may terminate the Agreement forthwith by written notice to the other party if:

12.2 A: the other party shall commit a substantial breach (which shall be deemed to include but not be limited to any late payment) of any of its obligations under the Agreement and shall not have remedied such breach within four weeks of receiving written notice of the breach; or

12.3 B: the client shall become bankrupt or enter into liquidation or administration or have a receiver appointed of its assets or any part thereof, otherwise than for the purposes of amalgamation or reconstruction where the emergent company assumes all the obligations of the party in liquidation or receivership.

12.4 Provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either party, nor the continuance in force of any provision of the Agreement which is expressly or by implication intended to come into force on or alter such termination.

13 FORCE MAJEURE

13.1 Neither party shall be liable for any delay in meeting or for failure to meet its obligations under the agreement due to any cause outside its reasonable control including (without limitation) Acts of God, war, riot, malicious act of damage, fire, flood, acts of any government or public authority, failure of the public electricity supply, failure of any telecommunications service provider, failure or delay on the part of any sub-contractors beyond its reasonable control or the unavailability of materials. Further, Arrow shall not be liable for any such delay or failure resulting from a request by the Client for any change made to the supply of the Solution.

13.2 If Arrow is prevented from meeting its obligations due to any of the aforesaid causes it shall notify the Client of the circumstances and the Client shall grant a reasonable extension for the performance of the Agreement.

14 NOTICES

14.1 Any formal notice, consent or communication required to be given or served hereunder shall be given or served by sending it by first class mail to:
in the case of Arrow to:
Internet Arrow Limited, F1 Enterprise House, Coventry CV6 5NX for the attention of Project Administration and to Arrow' Project Manager;
in the case of the Client: 'the client'
or to such other address as the respective party may advise by notice in writing from time to time.

14.2 Every notice shall be deemed to have been received and given at the time when in the ordinary course of posting it should have been delivered at the address to which it was sent.

15 LEGAL CONSTRUCTION

15.1 The parties have read and understand this Agreement and agree to be bound by all its terms and further agree that it constitutes the complete and exclusive statement of the agreement between them with respect to the subject matter hereof which supersedes all proposals, oral and written, and all other communications between them relating thereto.

15.2 No purported variation of the Agreement shall take effect unless made in writing and signed by an authorised representative of each party. Authorised representative to be an officer of the company and/or group in the case of Arrow, the responsibility lies with the customer solely to ensure that said person has such authority, list of company officers available on request.

15.3 The construction, validity and performance of this Agreement shall be governed by English Law and the parties hereby submit to the jurisdiction of the English Courts.

16 ASSIGNMENT

16.1 Neither party shall have the right to assign or otherwise transfer its rights or obligations under this Agreement except with the written consent of the other party, provided however that a successor in interest by merger, by operation of law, assignment, purchase, or otherwise of the entire business of either party, shall acquire all interest of such party hereunder without the necessity of obtaining prior written consent. Authorised representative to be an officer of the company and/or group in the case of Arrow, the responsibility lies with the customer solely to ensure that said person has such authority, list of company officers available on request.