All services delivered by Navenio will be on the terms set out below and in the Proposal (the Terms). By placing orders, you are accepting the Terms.
1 – Definitions
Materials means all training materials, manuals and other documents, if any, supplied to you with a Proposal or in providing the Services.
Navenio, we and us mean Navenio Limited, a company incorporated in England with company number 09845565.
Proposal means our written proposal containing details of the services to be provided.
Services means the location-tracking, productivity-management, service-delivery and other solutions, details of which are set out in the Proposal.
Software means any object-code or source-code used by us in delivering the Services or supplied to, or accessible by, you when receiving the Services.
You means the organisation ordering and paying for the Services.
2 – Services
2.1 Subject to 2.2 below, we agree to perform the Services (a) with reasonable skill and care; and (b) within the time period set out in the Proposal or, if no time period is referred to, within a reasonable period of time.
2.2 You agree, on our request, to provide us with reasonable and prompt assistance to allow us to perform the Services.
2.3 If we need more time than anticipated, we may ask for an extension in the time period for performing the Services. You agree that you will not unreasonably refuse any such request for an extension.
2.4 If you are not happy with the Services, you will inform us as soon as practicable and we will correct the Services to your reasonable satisfaction within the timetable set out in the Proposal. If you do not so notify us, you are deemed to accept the Services.
3 – Prices, payment and expenses
3.1 The price for the Services is set out in the Proposal. If no price is set out, we will charge you at our standard rates which are available on request. All prices are exclusive of VAT which will be included as a separate item on our invoice.
3.2 We will invoice you for the Services on the basis set out in the Proposal, or otherwise annually in advance. We require you to pay within 30 days of receiving the invoice and we reserve the right to charge interest if payment is late.
3.3 We do not anticipate incurring any expenses in delivering the Services other than those set out in the Proposal, but if there are any we will incur them only with your prior agreement.
4 – Termination
4.1 Unless indicated otherwise in the Proposal, either party may terminate the Services without cause by giving the other party not less than 30 days’ written notice on each anniversary of the Services start-date.
4.2 If you terminate the Services without cause, we will invoice you for the fees referred to in clause 3.1 up to the next permitted termination date. If we terminate, no fee will be payable.
4.3 Either party may terminate the Services for cause if the other party has committed a material breach of the Terms and failed to remedy that breach within 30 days after the first party has asked that party in writing to remedy that breach.
5 – Confidentiality and publicity
Each party recognises that, in providing or receiving the Services, they may receive confidential information about the other party’s business. Each party agrees to keep that information confidential and not to disclose it to anyone without the other party’s written consent unless they have to do so by law or court order.
6 – Events beyond our control
If we are unable to provide the Services because of an event beyond our control, we may totally or partially suspend delivery of the Services. We will have no liability to you through delay or failure to perform a duty under the Terms due to a cause beyond our control.
7 – Intellectual Property Rights
7.1 Each party retains ownership of any intellectual property that party has developed or develops in the course of the provision of the Services, which includes our ownership of copyright in the Materials and the Software.
7.2 All Software is licensed to you on the terms set out in our standard end-user licence agreement.
8 – Data Protection
Each party agrees to comply with its obligations under applicable data protection law when handling personally identifiable information. Where we act as your data processor, we agree to act in accordance with your lawful instructions.
9 – Limitation of liability
9.1 In this clause:
Indirect Loss means consequential Loss or any Loss not arising directly from the breach. It includes (without limitation) punitive loss, economic loss and loss of profit, revenue, margin, use, production, opportunity, contract, goodwill, business or anticipated savings.
Loss means any kind of loss or damage, including (without limitation) any reduction in your or our possessions or advantages and any detriment or disadvantage. It is not limited to any particular type or class of loss.
9.2 Nothing in the Terms excludes or limits our liability for injury or death caused by our negligence, nor for Loss caused by our wilful default, fraudulent misrepresentation or fraudulent concealment.
9.3 The price paid for the Services or, if lower, the sum of £250,000, is the limit of our total liability to you, or to any other person, for any Loss arising out of or related to the Services and the Work. This limit applies to any kind of liability, including (without limitation) breach of contract, tort (including negligence and breach of statutory duty), misrepresentation or restitution.
9.4 You agree that in relation to a breach of our obligations, we are not to be liable either in tort or in contract for any Indirect Loss.
10 – Export control
You agree not to export, directly or indirectly, any technical data acquired from us, relating to the Services, in breach of any applicable export control laws or regulations, including exporting to a country or person for which or whom an export licence or other governmental approval is required without first obtaining such licence or approval.
11 – Variation
No variation of these Terms will be valid unless evidenced in writing and signed by our duly authorised representative.
12 – No other express or implied terms
The Terms set out the entire agreement between us and you. No other term, express or implied, forms part of the Terms. You accept that you have not relied on any other terms or representations.
13 – Governing law
English law governs the Terms and their interpretation. Any disputes between us and you are to be subject to the exclusive jurisdiction of the English courts.