| General Terms and Conditions
of NetRoute Solutions Ltd
1.1 In these Terms and Conditions, unless the context
otherwise requires, the following words have the following
meanings:
“Agreement” means the agreement between the Client and
NetRoute Solutions Ltd for supply of the Services formed by these
Conditions including but not limited to any software
licence, source code licence, maintenance agreement,
service agreement, development agreement or other;
“Client” means the party contracting for the Services
as set out in any Agreement including any party acting
as licensee or licensor;
“Conditions” means these terms and conditions;
“Content” means any information required for the Services;
“Content Delivery Schedule” means the schedule prepared
by NetRoute Solutions Ltd and provided to the Client detailing the
dates by which the Client Content is to be delivered
to NetRoute Solutions Ltd;
“Delivery Date” shall mean the Milestone set out in
the Agreement for delivery of the specified Services;
“Fee(s)” the fee(s) payable to NetRoute Solutions Ltd
for the Services as set out in any Agreement or supporting
document;
“NetRoute Solutions Ltd Content” means all computer software including
standard or customised scripts and programs, all text,
graphics, video, audio or other material or creative
content (or any media) provided by NetRoute Solutions Ltd and created
for or used in the course of the providing of the Services;
“Intellectual Property Rights” means all vested, contingent
and future intellectual property rights including but
not limited to patents, copyrights, registered and unregistered
trademarks, service marks, domain names, database rights,
registered designs, design rights, know-how, inventions,
get-up, confidential information, trade and business
names and any other similar protected rights in any
country subsisting now or in the future together with,
in relation to any of the foregoing rights: (i) the
right to sue for past infringements; (ii) any applications
for registration (iii) any licenses;
“Milestones” means dates that may be identified in any
Agreement by when events shall occur;
“Payment Schedule” means the schedule detailing the
dates, amount and manner of payment to NetRoute Solutions Ltd for
the provision of the Services as set out in any Agreement;
“Services” means the services including the provision
of website, development, licensing, software and code
licences, maintenance, training, guidance, advice, hosting,
service provision or support that NetRoute Solutions Ltd agrees to
provide to the Client in accordance with clause 3 of
these Conditions;
“Services Schedule” means any schedule detailing the
Works and Services and their associated costs;
“Specification” the specification for the Works and
Services as set out in the Agreements;
“Works” means any and all works and materials provided
or developed by NetRoute Solutions Ltd in the provision of the Services
including, without limitation, any software, any ancillary
materials and any NetRoute Solutions Ltd Content .
1.2 In these Conditions, unless the context otherwise
requires: (a) words in the singular include the plural
and vice versa and words in one gender include any other
gender; and (b) a reference to: (i) “NetRoute Solutions Ltd” includes
any sub-contractor or agent of NetRoute Solutions Ltd for the purposes
of carrying out its obligations under the Agreement
(ii) any party includes its successors in title and
permitted assigns;
1.3 In the event of any conflict or inconsistency between
these Conditions and (a) any Project Plan; (b) the Payment
Schedule; or (c) any Specification; or (d) Services
Schedule, or (e) any Schedule; (f) or any Agreement
between the Client and NetRoute Solutions Ltd then these Conditions
shall prevail.
1.4 In these Conditions or any Agreement unless the
context otherwise requires:
1.4.1words importing persons include firms, companies
and corporations and vice versa;
1.4.2references to numbered clauses and schedules are
references to the relevant clause in or schedule to
these Conditions;
1.4.3the headings to the clauses, schedules and paragraphs
of this Agreement will not affect the interpretation;
1.4.4any reference to an enactment includes reference
to that enactment as amended or replaced from time to
time and to any subordinate legislation or byelaw made
under that enactment; and
1.4.5any obligation on any party not to do or omit to
do anything is to include an obligation not to allow
that thing to be done or omitted to be done;
1.5 Any party who agrees to do something will be deemed
to fulfil that obligation if that party procures that
it is done.
2. Agreements
2.1 These Conditions apply to all Agreements between
NetRoute Solutions Ltd and the Client.
2.2 Any Agreement will be on these Conditions to the
exclusion of all other representations, warranties,
terms and conditions whether rendered prior to or subsequent
to these Conditions (including without limitation any
terms or conditions which the Client purports to apply).
2.3 No variation of Agreement shall be binding unless
agreed in writing between the authorised representative
of NetRoute Solutions Ltd.
2.4 No action by NetRoute Solutions Ltd shall purport to its acceptance
of any terms or conditions of any Client or third party
and NetRoute Solutions Ltd’s Conditions shall always be deemed subsequent
to any other party’s terms and conditions unless otherwise
stated in writing by an authorised officer of NetRoute Solutions Ltd.
2.5 Any order placed by the Client shall be deemed an
offer that shall be capable of acceptance by NetRoute Solutions Ltd
and shall be deemed accepted at the initial point of
delivery of the services by NetRoute Solutions Ltd.
3. The Services of NetRoute Solutions Ltd
3.1 NetRoute Solutions Ltd shall supply the Client with the Services
exercising all reasonable care and skill.
3.2 The parties shall meet from time to time or discuss
by telephone or by other communications in order to
review progress on the provision of the Services and
to agree any minor variations to any Specification and
Services Schedule. No such variations shall be valid
unless signed by an authorised representative of NetRoute Solutions Ltd.
3.3 The parties may enter into a new Agreement in respect
of any requirement by the Client for variations that
are substantial.
3.4 Subject to the Client’s compliance with clause 4,
NetRoute Solutions Ltd shall provide the Services in accordance with
the applicable Agreement, Licence, Specification and/or
Services Schedule.
3.5 NetRoute Solutions Ltd is under no obligation to handle technical
enquiries from third parties following completion of
the Services. In the event of the Client requiring maintenance
or support services, these services will be for the
avoidance of doubt covered by these Conditions.
4. Assistance from the Client
4.1 The Client shall at all times provide NetRoute Solutions Ltd with
such assistance, co-operation, information, entrance
onto premises permission, licences and source materials
as may reasonably be necessary to enable NetRoute Solutions Ltd to
fulfil its obligations under the Agreement.
5. Delivery
5.1 NetRoute Solutions Ltd shall deliver the Services in accordance
with the Milestones.
5.2 If NetRoute Solutions Ltd fails to deliver any of the Services
in accordance with the Milestones then (in the absence
of any default on the part of the Client or in the absence
of force majeure as described in clause 14 below) the
Client shall notify NetRoute Solutions Ltd of its failure to deliver
and request that NetRoute Solutions Ltd cure such failure.
5.3 If the Client fails to deliver any Content by the
due date and such Content remains undelivered for a
period of five (5) working days following the due date
then, without prejudice to any other rights or remedies
of NetRoute Solutions Ltd, NetRoute Solutions Ltd may in its discretion notify the
Client of its intention to (and shall be entitled to)
charge an additional fee of [£ ] per working day commencing
on the date of such notice and continuing until the
Client, where applicable, either notifies NetRoute Solutions Ltd of
its wish to postpone the Services in accordance with
clause 5.4 below, or the termination of this Agreement,
whichever is earlier.
5.4 NetRoute Solutions Ltd shall be entitled to charge for works carried
out prior to any suspension of work in accordance with
clause 5.3 at the request or default of the Client.
NetRoute Solutions Ltd shall be at liberty to re-assign its staff
and resources to other work. Any work suspended for
the reasons aforesaid shall recommence at NetRoute Solutions Ltd’s
absolute discretion. In the event of NetRoute Solutions Ltd staff
and resources assigned to the Client’s project being
unable to perform any other work for any other Clients
on the assigned days then NetRoute Solutions Ltd reserves the right
to charge the Client for waiting time at a rate of [
£ ] per man per day.
5.5 The failure of the Client to provide any Content
within thirty (30) working days of the due date (provided
it has not elected to postpone the Services in accordance
with clause 5.4 above) shall be a material default for
the purposes of clause 12 of these Conditions in the
absence of any written Agreement to the contrary.
5.6 NetRoute Solutions Ltd reserves the right to charge the Client
in respect of any additional work involved where content
supplied by the Client is not clear, legible or is incomplete.
5.7 Risk in the Works shall pass to the Licensee on
Delivery. If any part of the Works shall thereafter
be lost, destroyed or damaged the NetRoute Solutions Ltd shall promptly
replace the same (embodying the relevant part of the
Software) subject to the Client paying the full cost
of such replacement.
5.8 Client shall be responsible for NetRoute Solutions Ltd’s expenses
incurred by the failure of the Client to deliver any
Content required by NetRoute Solutions Ltd.
6. Change Control
6.1 At any time prior to the Delivery Date NetRoute Solutions Ltd
may in writing recommend or and the Client in consideration
of a further payment may in writing request from time
to time changes to any part of the Specification. Notwithstanding
anything to the contrary in these Conditions NetRoute Solutions Ltd
shall not be under any obligation to agree to any request
or recommendation for a change.
6.2 Any investigation into the proposed change shall
be carried out only on the Client’s prior written instruction
and following investigation (if any) NetRoute Solutions Ltd will give
a written estimate showing the increase or decrease
in the Fees and any related effect on other contractual
matters including without limitation Delivery Date should
the proposed change be implemented.
6.3 Should the Client wish to proceed with the proposed
change it will instruct NetRoute Solutions Ltd in writing of its wish
within [ ] working days of the receipt of the written
estimate (or such longer period as may be agreed). Those
parts of these Conditions affected by the change will
then be deemed to be modified accordingly.
6.4 Until any change is formally agreed between NetRoute Solutions Ltd
and the Client, NetRoute Solutions Ltd will continue to perform and
be paid for the Services as if the change had not been
proposed. If the proposed change represents a significant
alteration from the Specifications set out in any Services
Schedule then NetRoute Solutions Ltd may make a reasonable charge
for implementing the proposed change.
7. Payment
7.1 In consideration for performance of the Services,
the Client shall pay the Fees in accordance with the
Payment Schedule or Agreement, at the time set out therein.
7.2 All sums payable under any Agreement are exclusive
of VAT, which shall be charged in addition at the prevailing
rate and shall be paid by the Client on submission of
a valid tax invoice.
7.3 Title to any product, software or any Services where
applicable shall not pass to the Client until NetRoute Solutions Ltd
has received full payment of the Fees.
7.4 Furthermore, the Client shall pay such reasonable
out -of- pocket expenses incurred by NetRoute Solutions Ltd together
with such sums as may become due under these Conditions.
7.5 Payment of the Fees and other charges are due within
[ ] working days of the date of an invoice from NetRoute Solutions Ltd.
NetRoute Solutions Ltd shall be entitled to charge interest on late
payments at the rate of 4% above the base rate of [Fred
who do you bank with?] current during that time on any
amount outstanding, which is not paid in accordance
with this clause. NetRoute Solutions Ltd is aware of its rights under
the Late Payment of Commercial Debts (Interest) Act
1998.
7.6 If the Client fails to pay any of the Fees in accordance
with this clause, the directors of the Client shall
be personally liable for payment of all unpaid Fees.
7.7 NetRoute Solutions Ltd shall be entitled at any time, and from
time to time, to increase Fees to accord with any change
in its standard scale of charges by giving to the Client
not less than 30 days notice.
8. Intellectual Property Rights
8.1 Intellectual Property Rights in the Works and Services
or which arise out of or are acquired in the performance
of this Agreement are and shall remain vested in NetRoute Solutions Ltd.
8.2 The Client undertakes not to reverse engineer, decompile
or disassemble the Works except to the extent permitted
under Section 50 of the Copyright Designs and Patents
Act 1988 or otherwise under law.
8.3 NetRoute Solutions Ltd shall be entitled to include a footer credit
or similar in an appropriately unobtrusive manner containing
an appropriate acknowledgement of the Intellectual Property
Rights of NetRoute Solutions Ltd and of the work carried out by NetRoute Solutions Ltd
including a link to their own web site at www.netroutesolutions.com
8.4 NetRoute Solutions Ltd shall be entitled to use the trading names
and trade marks and service marks of the Client (in
a reasonable manner) in the production of corporate
brochures, press releases and similar printed or online
materials solely for the purposes of promoting NetRoute Solutions Ltd
and its Services to third parties. NetRoute Solutions Ltd shall supply
the Client with copies of such use on request.
8.5 The Client shall at the earliest opportunity: (a)
notify NetRoute Solutions Ltd of any infringement or suspected infringement
by a third party of NetRoute Solutions Ltd’s Intellectual Property
Rights or misuse of their confidential information,
to the extent that they become aware of such infringement
or misuse; (b) notify NetRoute Solutions Ltd of any threat or notice
of proceedings claiming intellectual property infringement
or breach of confidence which is received and which
relates to the Services; and (c) provide NetRoute Solutions Ltd (at
the other’s reasonable expense) with all reasonable
assistance that may be required in order to deal with
such infringement or claim.
8.6 At the written request of the Client for the assignment
of the Intellectual Property Rights in the software
that is bespoke to the Client, NetRoute Solutions Ltd shall so assign
and the Client shall automatically whether in writing
or otherwise and in consideration of the assignment,
grant a perpetual royalty free licence to NetRoute Solutions Ltd in
the Intellectual Property Rights assigned for the full
duration of those rights.
8.7 The Intellectual Property Rights in and to the Client
Content shall remain with the Client but shall be licensed
to NetRoute Solutions Ltd for the purposes of carrying out the Services.
8.8 The Client shall reproduce on any copies of any
Works the following: “©Copyright NetRoute Solutions
Ltd. All rights reserved”
9. Confidentiality
9.1 For the purposes of this clause 9, NetRoute Solutions Ltd’s “Information”
as defined below includes all creative ideas originating
with NetRoute Solutions Ltd which are sufficiently original, particularised,
well developed and commercially valuable to constitute
confidential information at law which are notified to
the Client, and the Client acknowledges that such ideas
shall always be communicated by NetRoute Solutions Ltd in circumstances
of confidentiality, expressed or otherwise.
9.2 Each party (“the Recipient”) shall ensure that any
confidential information (“Information”) disclosed to
it by the other shall not be used or disclosed save
as is strictly necessary for the purposes of any Agreement
and shall return to the other promptly on request any
such Information provided by the other on any media.
9.3 The restriction contained in this clause 9 shall
not apply to the extent that (a) disclosure or use of
the Information is required by law; (b) evidence is
available that the Information was already in the unrestricted
possession of the Recipient before disclosure to it
by the other party; or (c) the information falls within
the public domain other than through the default of
the Recipient.
9.4 The obligation of confidentiality in this clause
shall continue in force for 5 years following termination
of the Agreement, or in the case of licences 10 years
following the Client ceasing to operate the said licenses
in accordance with these Conditions.
10. Security and control
The Client shall during the continuance of any Agreement:
10.1 effect and maintain adequate security measures
to safeguard the Services or the Works from access or
use by any
unauthorised person;
10.2 retain the Works and all copies thereof under the
Client’s effective control;
10.3 maintain a full and accurate record of the Client's
copying and disclosure of the Works and shall produce
such record to the Client on request from time to time.
11. Liability
11.1 Nothing in these Conditions shall exclude or restrict
either party’s liability for: (a) death or personal
injury resulting from its negligence or that of its
employees while acting in the course of their employment;
(b) fraud or fraudulent misrepresentation; or (c) breach
of the relevant warranty contained in clause 11.4
11.2 Subject to clause 11.1 above: (a) NetRoute Solutions Ltd’s liability
in contract, tort or otherwise howsoever arising out
of or in connection with the Agreement shall in aggregate
not exceed the Fees paid by the Client up to the date
of the event giving rise to such liability relating
to the project in which the event occurred only and
(b) NetRoute Solutions Ltd shall not be liable to the Client in contract,
tort or otherwise howsoever arising out of or in connection
with the Agreement for any indirect loss, consequential
loss, loss of profits, business opportunity, goodwill
or reputation, general, special, incidental, exemplary
or other damages arising from a breach by NetRoute Solutions Ltd of
its warranty.
11.3 NetRoute Solutions Ltd undertakes to fix any errors or defects
in the Works (meaning a non-compliance with the Specification)
occurring within a period of ninety (90) days following
delivery of the final version of the Works. NetRoute Solutions Ltd
shall attempt using reasonable endeavours, to correct
defects reported to it within such a period. NetRoute Solutions Ltd’s
sole liability for failure to correct defects shall
be to provide the Client with a copy of the corrected
Works. If after sixty (60) business days NetRoute Solutions Ltd has
not provided a corrected copy of the Works the Client
shall be entitled to a refund of the fees paid by the
Client for the non-corrected Works only less a reasonable
allowance calculated by NetRoute Solutions Ltd for the period of successful
use by the Client. NetRoute Solutions Ltd does not represent or warrant
that the Works shall be error or defect free nor that
the Services shall guarantee that NetRoute Solutions Ltd shall be
able to rectify any errors in the Works or Services.
11.4 The Client warrants that it has the right to supply
all Client Content and shall indemnify NetRoute Solutions Ltd for
any losses, costs, damages, claims, expenses or demands
which NetRoute Solutions Ltd may incur to the extent that: (a) any
claim that the Client Content infringes the Intellectual
Property Rights of any third party (including without
limitation that any hypertext links required to be included
in the Content by the Client infringe the copyright
of any third party web site); (b) any claim that the
Client Content is defamatory, obscene, blasphemous or
otherwise actionable under the laws and regulations
of any jurisdiction; (c) any claim that the use of the
Client Content in accordance with the Specifications
is in breach of any Agreement between the Client and
any third party or is subject to their prior approval;
(d) any claim that the Client Content is in breach of
any local or national laws, regulations or codes of
conduct relating (by way of example only) to standards
of advertising or age rating; and (e) the client breaches
and terms of these Conditions or any Agreement.
11.5 NetRoute Solutions Ltd shall be liable only for the warranties
it provides in these Conditions and NetRoute Solutions Ltd disclaims
all other warranties whether express or implied.
11.6 Any NetRoute Solutions Ltd warranty shall be contingent upon
the proper use of the Services by the Client.
11.7 No claim for any breach by NetRoute Solutions Ltd of its warranty
or otherwise may be made more than twelve months following
Delivery of the Services the subject of the breach.
11.8 NetRoute Solutions Ltd shall not be liable to the Client where
the Client has misused the Services or has failed to
use the Services in accordance with any guidelines provided
from time to time by NetRoute Solutions Ltd where applicable and whether
in writing or otherwise.
11.9 No terms set out in these Conditions or in any
Agreement shall affect the statutory rights of the Client.
12. Termination and Suspension
12.1 NetRoute Solutions Ltd may terminate any Agreement with immediate
effect by written notice to the Client on or at any
time after the occurrence of: (a) an irremediable material
breach by the Client of the Agreement; (b) a remediable
breach by the Client of a material obligation under
the Conditions or Agreement where the Client fails to
remedy the breach within thirty (30) days starting on
the day after receipt of written notice from the Initiating
Party giving full details of the breach and requiring
the Client to remedy the breach and stating that a failure
to remedy the breach may give rise to termination under
this clause 12.1; or (c) more than one breach of the
Conditions or Agreement by the Client, the cumulative
effect of such breaches being: (i) sufficient to justify
the inference that the Client would continue to deliver
a substandard performance in relation to a substantial
portion of the Agreement over the entire remaining period
of the Agreement (and, in the case of the Client, in
relation to its obligations under clause 4; or (ii)
serious in the widest sense of having a serious effect
on the benefit which the NetRoute Solutions Ltd would have otherwise
derived in relation to a substantial portion of the
Conditions or Agreement.
12.2 Either party may terminate this agreement upon
thirty (30) day’s written notice if the other is unable
to pay its debts or enters into compulsory or voluntary
liquidation (other than for the purpose of effecting
a reconstruction or amalgamation) or compounds with
or convenes a meeting of its creditors or has a receiver,
administrative receiver or administrator appointed or
if any circumstances arise which would entitle the Court
or a creditor to appoint a receiver, administrative
receiver or administrator or to present a winding-up
petition or make a winding-up order.
12.3 NetRoute Solutions Ltd shall have the right at any time upon
notice to the Client to suspend the provision of the
Services in the event that: (a) the Client has failed
to deliver the Client Content in accordance with the
Content Delivery Schedule; or (b) the Client is in breach
of its obligations under clause 4 of these Conditions.
If the Services are not completed due to delays incurred
as a result of the Client or the Client’s agents or
subcontractors and/or associated companies’ acts or
omissions (including without limitation their failure
to provide the Client Content in accordance with the
Content Delivery Schedule) then the dates and times
set forth in any Agreement and the Delivery dates shall
be extended accordingly.
12.4 All reasonable costs and expenses incurred by NetRoute Solutions Ltd
by reason of any delay variation interruption or suspension
of work arising from any act or omission of the Client
it’s employees agents or its subcontractors will be
reimbursed to NetRoute Solutions Ltd by the Client, subject to NetRoute Solutions Ltd
providing written particulars of such costs and expenses.
13. Consequences of Termination
13.1 Upon termination of the Agreement all rights granted
in the Conditions and Agreement shall cease and the
Client shall at the Client’s expense immediately or
as soon as possible deliver up to NetRoute Solutions Ltd or, at the
request of NetRoute Solutions Ltd, destroy any copies which are not
readily deliverable and provide NetRoute Solutions Ltd with a Certification
of Destruction or similar document (such as copies held
on the hard disk of any computer).
13.2 The termination of the Agreement for whatever cause
shall not affect any provision of the Conditions or
Agreement which is expressed to survive or operate in
the event of the termination of the Agreement and shall
not prejudice or affect the rights of any party against
the other in respect of any breach of the Conditions
or Agreement or in respect of any monies payable by
either party to the other in respect of the period prior
to termination.
13.3 The payment by the Client of any damages to NetRoute Solutions Ltd
shall not affect any other remedies available to NetRoute Solutions Ltd,
including but not limited to injunctive or other equitable
relief.
14. Force Majeure
14.1 Neither party shall be liable in damages or have
the right to terminate any Agreement for any delay or
default in performing hereunder (unless such delay or
default has continued for a period of more than thirty
days) if such delay or default is caused by conditions
beyond its control including, but not limited to Acts
of God, Government restrictions (including the denial
or cancellation of any export or other necessary license),
wars, insurrections and/or any other cause beyond the
reasonable control of the party whose performance is
affected.
15. Data Protection
15.1 The parties undertake to comply with the provisions
of the Data Protection Act 1998 and any related legislation
in so far as the same relates to the provisions and
obligations of the Conditions or Agreement.
16. Exclusivity, Assignment and Sub-Contracting
16.1 Unless otherwise agreed: (a) the Services shall
not be exclusive to the Client (meaning that NetRoute Solutions Ltd
may provide equivalent services to any third party);
(b) NetRoute Solutions Ltd shall be entitled to sub-contract any of
the Services to a suitable third party; (c) the Client
shall not assign its rights or obligations under any
Agreement without NetRoute Solutions Ltd’s prior written consent.
17. Waiver
17.1 Failure by NetRoute Solutions Ltd to exercise or enforce any
right under any Agreement or these Conditions (including
in the case of suspension under clause 11) shall not
be deemed to be a waiver of any such right nor operate
so as to prevent the exercise or enforcement of such
right on any other occasion.
18. Validity
If any part, term or provision of any Agreement or these
Conditions be held illegal or unenforceable, the validity
or enforceability of the remainder of that Agreement
or these Conditions shall not be affected.
19. Third Party Rights
The Contracts (rights of Third Parties) Act 1999 shall
not apply to any Agreement or these Conditions and no
person other than the parties to the Agreement or these
terms shall have any rights under them, nor shall they
be enforceable under that Act by any person other than
the parties to them.
20. Agency, partnership
20.1 The Conditions or any Agreement shall not constitute
or imply any partnership, joint venture, agency, fiduciary
relationship or other relationship between the parties
other than the contractual relationship expressly provided
for in the Agreement.
21. Amendments
21.1 The Conditions or any Agreement may not be released,
discharged, supplemented, interpreted, amended, varied
or modified in any manner except by an instrument in
writing signed by a duly authorised officer or representative
of each of the parties.
22. Announcements
22.1 The Client shall not issue or make any public announcement
or disclose any information regarding day Agreement
unless prior written consent has been obtained from
the other party.
23. Notice
23.1 All notices under any Agreement or Conditions shall
be in writing which shall mean by email, fax or registered
post only.
23.2 Notices shall be deemed to have been duly given:
23.2.1 when delivered, if delivered by courier or other
messenger (including registered mail) during normal
business hours of the recipient; or
23.2.2 when sent, if transmitted by fax or e-mail and
a successful transmission report or return receipt is
generated; or
23.2.3 on the fifth business day following mailing,
if mailed by national ordinary mail, postage prepaid;
or
23.2.4 on the tenth business day following mailing,
if mailed by airmail, postage prepaid,
in each case addressed to the most recent address, e-mail
address, or facsimile number notified to the other party.
24. Entire Understanding
24.1 These Conditions and any Agreement under them set
out the entire agreement and understanding between the
parties in respect of its subject matter and the Client
acknowledges that it has entered into such Agreement
in reliance only upon the representations, warranties
and promises expressly contained or incorporated in
these Conditions and/or Agreement and save as expressly
set out therein, NetRoute Solutions Ltd shall have no liability in
respect of any other representation, warranties or promise
made or given prior to the date of the Agreements, howsoever
made or given, unless it was made or given fraudulently.
25. Successors and assignees
25.1 The Conditions and any Agreement shall be binding
upon, and inure to the benefit of, the parties and their
respective successors and permitted assignees, and references
to a party in any Agreement shall include its successors
and permitted assignees.
25.2 In any Agreement references to a party include
references to a person:
25.2.1 who for the time being is entitled (by assignment,
novation or otherwise) to that party's rights under
that Agreement (or any interest in those rights); or
25.2.2 who, as administrator, liquidator or otherwise,
is entitled to exercise those rights,
and in particular those references include a person
to whom those rights (or any interest in those rights)
are transferred or pass as a result of a merger, division,
reconstruction or other reorganisation involving that
party. For this purpose, references to a party's rights
under any Agreement include any similar rights to which
another person becomes entitled as a result of a novation
of the Agreement.
26. Non-solicitation
26.1 Both the Client and NetRoute Solutions Ltd agree that while this
Agreement is in force and for a period of twelve (12)
months thereafter, they shall not directly or indirectly
solicit or offer employment to any of the other’s officers,
employees, third party contractors and associates who
have been involved in or associated with any Agreement
without the other’s prior written consent.
27. Law and Jurisdiction
27.1 These Conditions shall be governed by and construed
in accordance with the laws of England and the parties
hereby submit to the exclusive jurisdiction of its Courts.
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