John C Vassallo

The Interactive System Design Consultancy
Tel: [011 44 131] 0131 228 6315 Mobile 077597 71517
E-mail: webmaster@nightnews.net

Monday, 19 August 2002

ATTENTION: PLEASE READ THESE TERMS CAREFULLY BEFORE COMMISSIONING MY SERVICES. COMMISSIONING MY SERVICES. INDICATES THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS ("TERMS"), DO NOT COMMISSION MY SERVICES.

Standard Terms and Conditions of Contract of:

John C Vassallo MA Hons, DBA, DipM., Dip IT (Multimedia Technology) Interactive System Designer of Edinburgh, Scotland, UK

Definitions

The organisation for whom the work defined in this contract shall be carried out shall be known as the Client. The individual carrying out the work defined in this contract shall be known as the Consultant. The work will be known as the Contract.

Work may be defined in a formal document or contract, specifying some or all of the ‘Client Brief; Response to the Brief; Terms of Reference; Estimated Costs and Client Budget Allocation; Programme, Commencement and Duration; and Terms and Conditions of Payment.’ Work may also be ordered and agreed by exchange of letters or email. 

All work will be subject to these Standard Terms and Conditions of Contract.

Standard Terms and Conditions of Contract

1.	General

Any qualification of this contract by the client even if contained in a written or printed document shall be deemed to be inapplicable unless previously accepted in writing by the Consultant. No one other than the Consultant have the authority to vary or add to these conditions which may be varied or added to only in writing. 

The Consultant may revise these Terms at any time by updating this notice. The Client should visit this notice from time to time to review the then current Terms because they are binding on the Client. Certain provisions of these Terms may only be superseded by expressly designated written agreement, written legal notices or written terms specific to each Client.

2.	Suspension of Work

	Work may be wholly or partly suspended and the time of such suspension added to the original period of the contract for which payment will be due, in the event of stoppage, delay or interruption of the work during the period of the assignment as a result of strikes, lockouts, trade disputes, breakdowns, private holiday, public holidays, accidents, sickness, attendance for public service or period of arbitration between the consultant and the client in the event of any breach of the Contract.

3.	Ownership of Results

	Any industrial property rights including copyright, patent and registered design rights arising directly from work under the Contract shall belong to the client on payment of the project costs agreed in the contract. Copies of all such work will be retained by the Consultant. If the client defaults in payment, all such rights so arising shall rest in the Consultant. Where the client elects not to use or exploit any part or all such property right the 

company shall notify the Consultant and the Consultant shall be entitled to request assignment from the client to the Consultant of such industrial property rights which the client has elected not to use or exploit and the Client shall not unreasonably refuse to make such assignment. The technical specification for the work will only be assigned to the client by separate written agreement. Only the Consultant may maintain the work, no other party may maintain, further develop, alter or in any way change the work except by separate written agreement between the Consultant and the client.

4.	Indemnity (third party claims)

The client shall indemnity the Consultant against (1) any consequences of any defect in or unsuitability of any article, plant, or other equipment provided by the Client or of any breach of Health and Safety Regulations made or code of practice approved pursuant to statute (2) all claims by third parties and any other claim at common law or by statute arising out of any such defect, unsuitability or breach.

The consultant shall require the client to accept liability arising from any defect in or unsuitability of any article, plant or other equipment provided by the Company.

5.	Indemnity (letters patent)

The client shall indemnify the Consultant against all damages, penalties, costs and expenses to which the client may become liable as a result of work done in accordance with this agreement or the contract which involves the infringement of any third party owned industrial property rights whether or not subject to patent, registered design, trade mark, copyright or like protection or any claim for such infringement.

The Client shall also indemnify the Consultant in respect of any claims, costs and expenses arising out of any libellous or slanderous matter, translated printed or in any manner 

published online by the Consultant, including any such loss arising out of costs and expenses incurred with respect of any threatened action and any of such matters as aforesaid arising out of an action which is settled between the parties concerned without being tried by a court or tribunal.

6.	Exemptions for Liability

The Client shall ensure that the Consultant shall not be liable for damages or loss of whatever nature arising from the work done by the Consultant or the Client whether due to negligence or any other cause whatsoever. The client shall further ensure that the Consultant shall not be liable for damages or loss of whatever nature in respect of indemnity claims by other parties arising from any delay, defect or error in any work undertaken by the Consultant save to the extent that any attempted exclusion or liability would be contrary to law. 

7.	General indemnity.

The client shall indemnify at all times the consultant from and against all actions, costs claims and demands arising from this contract or contracts between the client and third parties, whether occasioned by breach of contract, negligence or by any other cause whatsoever.

8.	Publicity.

The Consultant shall be entitled to advertise and publicise the work. The Consultant shall have the right to publicise and initiate any activities designed to secure publicity to the work and results of the work. Archive copies of all such work retained by the Consultant may be published on the internet as part of a web based portfolio.

9.	Cancellation or Termination of Contract.

If the client is the subject of a Proposal for a voluntary arrangement or has a petition 

for an administration order or a petition for a winding up order brought against it; or passes a resolution for a winding up order; or makes any composition, arrangement, conveyance or assignment for the benefit of its creditors, or purports to do so, or a receiver or any other person is appointed or re-appointed in respect of its undertaking or of all of any of its property; or fails to make payment when due or any other payment provided for in this contract, the Consultant shall be entitled to terminate this contract by notice in writing to the company. If the Client merges with, or it is taken over by another person, firm or company, the Consultant reserve the right to terminate this contract without liability by notice in writing to the Company.

This contract may also be terminated in writing by either party in accordance with any express provisions agreed in the documents forming the contract or by mutual consent in writing, within the limits set by the law, at 30 days written notice.

10.	Arbitration

If at any time any question dispute or difference whatsoever in connection with the contract should arise between the Consultant and the Client the Consultant may give notice in writing of such a question, dispute or difference and the same shall be referred to the arbitration of a person mutually agreed or failing agreement within 7 days of receipt of such notice to some person appointed by the president for the time being of the Law Society or the Law Society of Scotland.

The submission shall be deemed to be a submission within the meaning of the Arbitration Act 1950 or any statutory modification or re-enactment thereof for the time being in force.

11.	Law Applicable.

The contract is to be governed in all respect by Scottish Law and parties required to submit to the Jurisdiction of Scottish courts save where the Client is registered in England 

when the contract shall be governed in all respects by English Law and the parties submit to the jurisdiction of the English courts.

12.	Terms and Conditions of Payment

Payment may be invoiced on:- completion of each stage of the Contract, or, fortnightly, or monthly, from commencement and is payable on sign off and completion of each stage. If full payment is not received further services may be suspended until full payment is received

Any work that is carried out that may later require amendment by the client for whatever reason, will be billed for the time involved in executing the original work completed before notification as well as the subsequent amended versions of the work, this can cause cost overruns and unavoidable delays attributable to the client and should be avoided.

The working day consists of 7.5 hours excluding breaks or other business interruptions. The working week is Monday to Friday inclusive excluding local and public holidays.

	In the event of the cancellation or termination of this contract for any reason whatsoever the amounts for work completed to that date shall be due in full.

13.	Production Charges. 

These may be subject to substitution, fluctuation and increase without notice. Some services may be discontinued and substitutes for them charged at a different or higher rate which will be notified at invoicing. These may include, telephone, fax, postage, laser, colour printing, binding. Storage media (zip, tape, floppy, CD-ROM.)

If consultancy quoted for includes a site visit, travel expenses by train or taxi as well as reasonable subsistence expenses may be added without notice to the Client. The amount charged varies according to the time the consultant is away from home or place of business.

END