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  /  RESEARCH PROJECT – TERMS AND CONDITIONS

RESEARCH PROJECT:
TERMS AND CONDITIONS

Definitions and Interpretation:

“Agreement” means an agreement between the client and Good Toy Guide Ltd, and consists of this document, including the schedule, that details the Work and Services being provided.

“Client” means the company, organisation or individual who has commissioned the work and is liable for payment of the associated fees.

“Copyright” means the legal ownership of the intellectual property produced by the work.

“Representatives” means those persons associated with the Client who are involved in the Work at the request of the Client.

“Schedule” means the details of the Work to be carried out.

“Work” means the project, event, content or other service provided by Good Toy Guide Ltd to the Client.

LAW1Acceptance of this offer in full or in part constitutes an Agreement made in England and subject to the laws of England between the Client (‘Client’) and The Good Toy Guide Ltd., whose registered address is 10b Sun Street, Hitchin, Herts, SG5 1AE.
CHARGES2(a)Good Toy Guide Ltd estimates that the Work will be completed within the timescale and within the financial limit of commitment quoted overleaf. If the Work cannot be completed within the stated sum no further charges
will be incurred without the written approval of the Client and until such time as this approval is received Good Toy Guide Ltd will be under no obligation to do any further work.
2(b)The Client agrees to pay expenses for travel and subsistence and other reasonable expenses incurred whilst engaged in the Work as agreed in writing between the Client and Good Toy Guide Ltd.
PAYMENT3The Client shall pay in Sterling the charges made by Good Toy Guide Ltd in respect of the Work within fourteen (14) days of the submission of any invoice by the Good Toy Guide Ltd. No work will commence without an official Purchase Order or payment of at least 50% of the fees in advance.
TERMINATION4(a)In its absolute discretion should the Company determine a Client and/or its Representatives are in breach of these Conditions, the Company reserves the right to terminate the Contract with immediate effect. The Company may also terminate the Contract in the case of a breach which the Client is capable of, but failed to rectify within 7 days of receipt of notice from the Company identifying the breach.
4(b)Either party may terminate the Contract by written notice with immediate effect if:
1. Due to Force Majeure either party is prevented, delayed or hindered from carrying out any of its obligations under the Contract
2. The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or, being a company or a limited liability partnership is deemed unable to pay its debts within the meaning of Section123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of doing so, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply
3. The other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business
4(c)Termination of the Contract shall be without prejudice to any other rights and remedies that the Company may have in respect of any breach by the Client and its Attendees of its obligations under these Conditions.
RIGHTS5Subject to any pre-existing rights of the Client, Good Toy Guide Ltd and the rights of any third party, the parties agree that Good Play Guide Ltd will own the Copyright of the Work, unless specified to the contrary in the Schedule.
LICENSE6The Client will be entitled to use and refer to the Work for a period of 2 years, unless specified to the contrary in the Schedule. After which time, the Client will remove reference Good Toy Guide Ltd for an extension of this license. Such extension will not be unreasonably withheld.
WARRANTY7Good Toy Guide Ltd makes no warranty or representation that the use of any information arising from the Work will not infringe the rights of third parties but, if Good Toy Guide Ltd staff whilst engaged on the Work become aware of any apparent infringement, Good Toy Guide Ltd will inform the Client.
LIABILITY8(a)Good Toy Guide Ltd shall be liable for any loss or damage suffered by the Client only insofar as such loss or damage is attributable to negligent acts or omissions of Good Toy Guide Ltd’s employees or agents in the performance of the Work.
8(b)Good Toy Guide Ltd accepts no responsibility for the use made of any information, materials or equipment arising from the Work either by the Client or by any third party who has obtained any of the said information, materials or equipment directly or indirectly from the Client, except to the extent that F Good Toy Guide Ltd can be shown to have been negligent in providing such information, materials or equipment.
8(c)Good Toy Guide Ltd’s total liability to the Client under this Clause shall be limited to two hundred and fifty thousand pounds (£250,000) Sterling or five times the total payment made to Good Toy Guide Ltd under this Agreement, whichever sum is the greater.
PUBLICITY9Either party shall have the right to make reference to the Work in press releases or promotional materials with the prior written consent of the other. This consent shall not be unreasonably withheld.
CONFIDENTIALITY10(a)Subject to the provisions of Clauses 5 and 6 hereof, each party shall take all reasonable measures to keep confidential for the period of three (3) years next following the date of acceptance of this offer all information which is received from the other party under this Agreement and which is specified by the disclosing party to be confidential at the time of disclosure or which may come to one party’s knowledge or is disclosed to it as a result of visiting the premises of the other party.
10(b)This obligation shall not apply to information which either at the time of disclosure or after disclosure is published or generally available to the public other than through a breach hereof or information already in the receiving party’s possession at the time of receipt and which was not acquired directly or indirectly from the disclosing party or information acquired by the receiving party in good faith from a third party.
CUSTOMER MATERIALS11As soon as practicable after acceptance of this offer, the Client shall arrange, free of charge and risk to Good Toy Guide Ltd, the delivery to Good Toy Guide Ltd of any equipment, materials and/or information required by Good Toy Guide Ltd in order to carry out the Work. On completion of the Work, the said equipment and/or materials shall be treated as detailed in the Schedule or, if no provision is made in the Schedule, the said equipment and/or materials shall be retained by Good Toy Guide Ltd for a period of two (2) months next following the completion of the Work, during which time the Client may make arrangements for their collection. Should the Client not make such arrangements, Good Toy Guide Ltd shall be entitled to dispose of the said equipment and/or materials.
CUSTOMER’S ORDER12Unless specifically agreed otherwise in writing by the Client and Good Toy Guide Ltd, the terms contained in any purchase order or any other form of contract document issued by the Client to Good Toy Guide Ltd shall not apply in any way whatsoever to the performance of the Work except for the purposes of specifying the Client’s contract reference number(s) and the Client’s relevant invoicing address(es)
ASSIGNMENT13Good Toy Guide Ltd will be fully entitled to assign or novate this Contract to any other party nominated by Good Toy Guide Ltd
NON SOLICITATION14Until six months after completion of the Work or termination of this Agreement, whichever is the later, neither party will solicit the employment or services of any personnel of the other party who has been engaged in connection with the Work. A party in breach of this provision shall pay to the other by way of liquidated damages a sum equal to the gross salary or fees of that person for the first six months of their new employment or service contract. This clause shall survive the expiry or termination of this Agreement.
EXCLUSIVITY15The Client agrees to present Dr. Gummer and any representatives of F Good Toy Guide Ltd as independent experts. Good Toy Guide Ltd are not exclusive agents for the Client and must not be presented as such.