Terms and Conditions

1. Interpretation

1.1. Definitions:

Amicis Materials: has the meaning set out in clause 4.1g).

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.

Customer: the person, firm, company or other entity identified as the customer, client or recipient of the Products and/or Services in the quotation, proposal, order form, statement of work, invoice or other document to which these Conditions are attached or in which they are incorporated by reference.

Conditions: these terms and conditions as amended from time to time in accordance with clause 10.5.

Contract: the contract between Amicis and the Customer for the supply of the Products and Services constituted by the Customer’s acceptance of the Order in accordance with these Conditions.

Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

Customer Data: all data, information, text, drawings, images, records, reports, software, credentials and other materials in any form, including personal data, which are provided, made available or accessible to Amicis by or on behalf of the Customer, or which Amicis otherwise obtains, accesses, hosts, stores, processes, monitors or generates on the Customer’s behalf, in each case in connection with the Contract.

Customer Default: has the meaning set out in clause 4.2.

Deliverables: the deliverables set out in the Specification produced by Amicis for the Customer.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information including know-how, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Customer's order, purchase order, written acceptance of a quotation, email instruction, signed order form, request to proceed, or other written request for the Products and Services.

Products: the products supplied by Amicis to the Customer as set out in the Order.

Services: the services, including any Deliverables, supplied by Amicis to the Customer as set out in the Specification.

Specification: the description or specification of the Products and Services provided or agreed in writing by Amicis to the Customer, including in a quotation, proposal, statement of work, Order, email or any other written document.

1.2. Interpretation:

a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

b) Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

c) A reference to writing or written includes email.

2. Basis of contract

2.1. The Order constitutes an offer by the Customer to purchase the Products and Services in accordance with these Conditions.

2.2. These Conditions are incorporated into and apply to each Order, quotation, proposal, statement of work and invoice issued by Amicis in respect of the Products and Services.

2.3. The Order shall be accepted on the earlier of the dates when the Customer issues written acceptance of the Order, Amicis commences performance of any Services, delivers any Products or Deliverables, or otherwise indicates acceptance of the Order in writing, at which point and on which date the Contract shall come into existence.

2.4. Any samples, drawings, descriptive matter or advertising issued by Amicis, are issued or published for the sole purpose of giving an approximate idea of the Products and Services described in them. They shall not form part of the Contract or have any contractual force.

2.5. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.6. Any terms contained in or referred to in any purchase order, procurement portal, onboarding document or other document issued by the Customer are rejected and shall not apply to the Contract, even if referred to in the Order or if Amicis commences performance.

2.7. If there is any conflict or inconsistency between these Conditions and the applicable Order, the Order shall prevail to the extent of the conflict.

2.8. Any quotation given by Amicis shall not constitute an offer and is only valid as per the period stated in that quotation. Amicis may revise the pricing and terms of any quotation not accepted within that period.

3. Supply of the Products and Services

3.1. Amicis shall supply the Products and Services to the Customer in accordance with the Specification in all material respects.

3.2. Amicis shall use all reasonable endeavours to meet any performance dates, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3. Amicis shall have the right to make any changes to the Products and Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Products or Services, and Amicis shall notify the Customer in any such event.

3.4. Amicis warrants to the Customer that the Services will be provided using reasonable care and skill.

4. Customer's obligations

4.1. The Customer shall:

a) ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;

b) co-operate with Amicis in all matters relating to the Services;

c) provide Amicis, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Amicis;

d) provide Amicis with such information and materials as Amicis may reasonably require in order to supply the Products and Services, and ensure that such information is accurate in all material respects;

e) prepare the Customer's premises for the supply of the Products and Services;

f) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;

g) keep and maintain all materials, equipment, documents and other property of Amicis (Amicis Materials) at the Customer's premises in safe custody at its own risk, maintain Amicis Materials in good condition until returned to Amicis, and not dispose of or use Amicis Materials other than in accordance with Amicis's written instructions or authorisation; and

h) comply with any additional obligations as set out in the Specification.

4.2. If Amicis's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

a) Amicis shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Amicis’s performance of any of its obligations;

b) Amicis shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Amici’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

c) the Customer shall reimburse Amicis on written demand for any costs or losses sustained or incurred by Amicis arising directly or indirectly from the Customer Default.

5. Charges and payment

5.1. Except where otherwise stated in the Order, the Charges for the Products and Services shall be agreed in advance. Unless expressly stated otherwise in the applicable Order, the Charges exclude reasonable travel, subsistence and third-party costs properly incurred by Amicis in performing the Services, which shall be payable by the Customer at cost.

5.2. Amicis shall invoice the Customer in accordance with the applicable Order, or if no payment schedule is stated, upon scheduling the relevant Services or on or at any time after performance of the relevant Services or delivery of the relevant Products.

5.3. The Customer shall pay each invoice submitted by Amicis:

a) within 30 days of the date of the invoice; and

b) in full and in cleared funds to a bank account nominated in writing by Amicis, and

time for payment shall be of the essence of the Contract.

5.4. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Amicis to the Customer, the Customer shall, on receipt of a valid VAT invoice from Amicis, pay to Amicis such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.5. If the Customer fails to make any payment due to Amicis under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

5.6. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Amicis may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Amicis to the Customer.

5.7. If the Customer fails to pay any amount when due, Amicis may suspend performance of the Services, withhold delivery of any Products or Deliverables, and withhold or disable access to any hosted, managed or licensed services until all overdue amounts are paid in full.

6. Intellectual property rights

6.1. All Intellectual Property Rights in or arising out of or in connection with the Products and Services, other than in the Customer Data, shall be owned by Amicis.

6.2. The Customer acknowledges that, in respect of any third-party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on Amicis obtaining a written licence from the relevant licensor on such terms as will entitle Amicis to license such rights to the Customer.

6.3. All Amicis Materials are the exclusive property of Amicis.

6.4. On receipt in full of all sums due under the Contract, Amicis grants the Customer a non-exclusive, non-transferable licence to use the Deliverables for the Customer’s internal business purposes.

7. Limitation of liability

7.1. Nothing in the Contract shall limit or exclude Amicis’s liability for:

a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

b) fraud or fraudulent misrepresentation; or

c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

7.2. Subject to clause 7.1, Amicis shall not be liable to the Customer, whether in contract, tort including negligence, for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

a) loss of profits;

b) loss of sales or business;

c) loss of agreements or contracts;

d) loss of anticipated savings;

e) loss of use or corruption of software, data or information;

f) loss of damage to goodwill; and

g) any indirect or consequential loss.

7.3. Subject to clause 7.1, Amicis total liability to the Customer, whether in contract, tort including negligence, breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to 100% of the total Charges paid under the Contract.

7.4. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

7.5. This clause 7 shall survive termination of the Contract.

8. Termination

8.1. Unless the applicable Order states that the Services are recurring, neither party may terminate the Contract for convenience after Amicis has commenced performance. Where the Services are recurring, either party may terminate the Contract by giving the other party not less than 30 days’ written notice.

8.2. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

a) the other party commits a material breach of any term of the Contract and if such a breach is remediable fails to remedy that breach within 14 days of that party being notified in writing to do so;

b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors other than in relation to a solvent restructuring, being wound up whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring, having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.3. Without limiting its other rights or remedies, Amicis may terminate the Contract with immediate effect by giving written notice to the Customer if:

a) the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or

b) there is a change of Control of the Customer which results in the Customer being controlled by a competitor of Amicis.

8.4. Without limiting its other rights or remedies, Amicis may suspend provision of the Services under the Contract or any other contract between the Customer and Amicis if the Customer becomes subject to any of the events listed in clause 8.2b) to clause 8.2d) or Amicis reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9. Consequences of termination

9.1. On termination of the Contract for any reason:

a) the Customer shall immediately pay to Amicis all of Amicis’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Amicis shall submit an invoice, which shall be payable by the Customer immediately on receipt;

b) the Customer shall also pay for all work performed up to the date of termination, all non-cancellable commitments and third-party charges incurred by Amicis in connection with the Contract, and any reasonable costs of suspension, transition or disengagement expressly provided for in the applicable Order;

c) the Customer shall return all of Amicis Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Amicis may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

d) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

e) clauses which expressly or by implication survive termination shall continue in full force and effect.

10. General

10.1. Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

10.2. Assignment and other dealings.

a) Amicis may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

b) The Customer shall not, without the prior written consent of Amicis, assign, transfer mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

10.3. Confidentiality.

a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.3b).

b) Each party may disclose the other party's confidential information:

i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10.3; and

ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

c) Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under the Contract.

d) Each party shall comply with all applicable data protection laws in connection with the Contract. To the extent Amicis processes any personal data on behalf of the Customer in performing the Services, the Customer appoints Amicis as its processor for that limited purpose and the parties shall comply with such further written terms as are reasonably required to reflect that processing.

e) The Customer warrants that it has obtained and shall maintain all rights, licences, permissions and consents necessary for Amicis to lawfully access, test, monitor, analyse and work on the Customer systems, networks, software and data identified in the Order.

f) The Customer remains responsible for maintaining appropriate backups, disaster recovery arrangements and security configurations for its systems unless expressly stated otherwise in the Order.

g) Amicis does not warrant that the Services will detect, prevent or remediate every vulnerability, threat, incident or compromise, or that the Customer’s systems will be free from interruption, attack, error or unauthorised access.

10.4. Entire agreement.

a) This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty whether made innocently or negligently that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

10.5. Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties or their authorised representatives.

10.6. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

a) waive that or any other right or remedy; or

b) prevent or restrict the further exercise of that or any other right or remedy.

10.7. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

10.8. Notices.

a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email.

b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.8a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.

c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

10.9. Third parties. No one other than a party to the Contract shall have any right to enforce any of its terms.

10.10. Governing law. The Contract, and a 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.

10.11. Jurisdiction. 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 the Contract or its subject matter or formation.