General Terms & Conditions for Stisali Ltd

These General Terms & Conditions (the "Agreement") is dated January 2017


SELLER: Stisali Ltd, BioCity, Pennyfoot Street, Nottingham, NG1 1GF, United Kingdom

CUSTOMER: a purchaser of Services from the Seller by way of provision of payment, purchase order, email confirmation detailing agreement to purchase, signed order or agreed SOW.

IN CONSIDERATION OF THE COVENANTS and agreements contained in this Agreement the parties agree as follows:

  1. Sale of Service
    1. The Seller will sell, transfer and deliver to the Customer either one or several aspects of: advice, analysis, applications, consultancy, data, documents, services, software, and/or solutions (collectively known as "Services"). The Services may include one or several outputs constituting such matters as, but not limited to, reports, presentations and data displays (collectively known as “Deliverables”). Services may be described by accompanying terms in a Statement of Work, "SOW". "All Agreement Documents" will mean these General Terms & Conditions, together with applicable SOW Terms which are referenced, plus any "Supplemental Terms" such as schedules, time tables, riders or addenda.
  2. Payment
    1. The Customer will accept the Services and pay for them inline with the amount specified in the SOW or Quote.
    2. The Seller and the Customer both acknowledge the sufficiency of this consideration. In addition to the purchase price specified in the SOW, the amount of any present or future sales, use, excise or similar tax applicable to the sale of the Services will be paid by the Customer, or alternatively, the Customer will provide the Seller with a tax exemption certificate acceptable to the applicable taxing authorities. The Customer is responsible for all expenses and third party charges incurred in relation to the provision of the Services, including but no limited to travel, hotels, and purchases of external products, add-ins, data or services.
    3. Unless otherwise specified in the SOW, the Customer shall pay each invoice within 28 days from the invoice date. 
    4. Failure to pay an invoice for Services or expenses within 40 days of invoice date will result in the application of interest at 12% per annum, or the maximum amount applicable under law. The Customer will also be required to pay all applicable taxes, fees, levies, duties or other government charges.
  3. Licensing
    1. Deliverables are the property of the Customer upon the Customer’s full and final completion of all payment and contractual Agreement obligations. The exception being any Seller’s Background Intellectual Property which is incorporated or embedded within the Services or Deliverables, which remain the sole property of the Seller or its Agents/Licensors. The Sellers Background Intellectual Property means all data, databases, models, software, documents, source & object code, algorithms, user interface designs, methodologies, concepts and research which have not been deemed, by way of explicit description and definition, to be exclusive deliverables to the Customer in any SOW or Supplemental Terms. In such circumstance the Seller provides to the Customer a limited, non-exclusive, non-sublicense, non-transferable license to use the Sellers Background Intellectual Property contained within the Services and Deliverables for the Customers own direct use.
    2. Without the express permission through written contractual consent and signed by authorized persons, no Customer shall resell, use, pass-on to third parties, deconstruct, re-identify, integrate with other data, analyze, reverse engineer or decompile the Sellers Background Intellectual Property, Services or Deliverables.  Categorically, no Customer may resell any of the Sellers Background Intellectual Property, Services or Deliverables without a signed contractual agreement in place.
  4. Delivery of Services
    1. The Services will be delivered to the Customer at the specified address, location or email account provided by the Customer. The method of shipment will be within the discretion of the Customer. However, the Seller will only be responsible for the lesser of truck freight or rail freight to the Customer.
  5. Title
    1. Title to the Services will remain with the Seller until delivery and actual receipt of the Services by the Customer or, in the alternative, the Seller delivers a document of title or registrable Bill of Sale of the Services, bearing any necessary endorsement, to the Customer.
  6. Security Interest
    1. The Seller retains a security interest in the Services until paid in full.
  7. Warranties
    1. The Seller warrants that the Services and consequential deliverables match the service level agreed between itself and the Customer in the applicable SOW. The Customer accepts responsibility for any use of the Services which is not consistent with its intended use. The entire liability of the Seller for breach of this warranty and the Customer’s sole recourse, is for the Seller to use reasonable resource to correct any non-conformance which has been reported by the Customer within 10 working days of receipt of affected Services. 
    2. Except as set out above THE SERVICES AND COSNEQUENTIAL DELIVERABLES ARE SOLD 'AS IS' AND THE SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGMENT OR TITLE. The Seller does not assume, or authorize any other person to assume on the behalf of the Seller, any liability in connection with the sale of the Services.  The Seller's above disclaimer of warranties does not, in any way, affect the terms of any applicable warranties from the provider of the Services. 
  8. Limitations of Liability
    1. The Seller makes no representation or warranty, express or implied, regarding the accuracy or completeness of the Services to be delivered or results to be obtained with the Services.  In no event shall the Seller be liable for loss of profits be they direct or indirect or incidental or consequential damages of any nature whatsoever, any anticipated loss of savings or loss of business or loss of data or loss of goodwill, and for any other claims regardless of the form of action.  This action applies to any foreseeable and non-foreseeable circumstance. 
    2. For any damages caused wholly or in part of the Seller’s inability to fulfill its responsibilities hereunder, the Seller’s sole liability shall be to return to the Customer the amount paid for in connection with the Services.  THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  9. Data Protection
    1. Should either party receive Personally Identifiable information (PII) from each other as part of delivering the Services both agree they will comply with all applicable data privacy laws. The providing party is responsible for obtaining and maintaining all consent required to pass on PII. The Seller agrees that the PII it receives will only be used for the purposes of performing the Services and in accordance with the All Agreement Documents. The provision of PII by the Customer to the Seller grants permission to the Seller to process the PII in relation to delivering the Services and to identify and inform the Customer and its employees, agents or consultants of additional Seller services which may be of benefit to them.
  10. Claims
    1. The Customer's failure to give notice of any claim within 10 working days from the date of delivery will constitute an unqualified acceptance of the Services and a waiver by the Customer of all claims with respect to the Services.
    2. No claim will considered by either party, unless such claim is in writing, signed on behalf of the party against whom the waiver is asserted.  
  11. Mediation and Arbitration
    1. If any dispute relating to this Agreement between the Seller and the Customer is not resolved through informal discussion within 14 days from the date a dispute arises, the parties agree to submit the issue first before a non-binding mediator and to an arbitrator in the event that mediation fails. The decision of the arbitrator will be binding on the parties. Any mediator or arbitrator must be a neutral party acceptable to both the Seller and the Customer.  The cost of any mediations or arbitrations will be shared equally by the parties.
  12. Remedies
    1. The Customer's exclusive remedy and the Seller's limit of liability for any and all losses or damages resulting from defective Services or from any other cause will be for the purchase price of the particular Service with respect to which losses or damages are claimed, plus any transportation charges actually paid by the Customer.
  13. Cancellation
    1. Each SOW is mutually exclusive and independent of any other SOW unless expressly stated. Individual SOWs will be effective from the commencement to the expiry date, except for early termination. The termination of one SOW does not affect another. 
    2. The Seller reserves the right to cancel this Agreement:
      1. if the Customer fails to pay for any shipment when due;
      2. in the event of the Customer's insolvency or bankruptcy; or
      3. if the Seller deems that its prospect of payment is impaired.
      4. Any aspect of this Agreement is breached by the Customer.
    3. Upon cancellation of this Agreement the Customer shall pay the Seller:
      1. For project based work - all time and materials and for those expenses incurred to date and secured for the future which cannot be cancelled 
      2. Subscriptions - the full remaining value of any subscription
    4. On cancellation all relevant sections of this Agreement and any associated SOW or Supplemental Terms will survive and remain inforce for a minimum of tree years or until a period of time which is legally necessary.
    5. Should the Seller discontinue any subscription based service for which the Customer has paid in advance, the Seller will provide a credit note against future services equivalent to the value of the outstanding element of the contract. The Seller will not be responsible for paying a cash refund to the Customer.
  14. Notices
    1. Any notice to be given or document to be delivered to either the Seller or Customer pursuant to this Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the address specified below.  Any written notice or delivery of documents will have been given, made and received on the day of delivery if delivered personally, or on the third (3rd) consecutive business day next following the date of mailing if sent by prepaid registered mail: SELLER: Stisali Ltd, BioCity, Pennyfoot Street, Nottingham, NG1 1GF. CUSTOMER: Principle (Head Office) address provided in the Agreement document, or from other communications between Customer and Seller.
  15. Assignment
    1. The Customer shall not cause or permit any assignment, sublicense or transfer this Agreement or its rights or obligations under this Agreement to any third party without the prior written consent of the other party, except that either party may assign this Agreement to its parent corporation or any subsidiary or affiliate of the Assigning Party without consent.
    2. Both the Customer and Seller will have the right to assign the Agreement documents to a surviving party in the case of any merger, acquisition or reorganization to which either is involved in, providing in the case of the Customer no such assignment is to a competitor of the Seller.
  16. Confidentiality 
    1. Neither the Customer or Seller, without written consent, will communicate or disclose anything of a confidential nature in relation to this Agreement. Services which are deemed to be confidential information and are collectively known as “Confidential Information” and include but are not limited to details which do not exist in the public domain, including methodology, data sources and pricing.
    2. The Seller may add the Customer’s name and logo to its its list of customers which it promotes externally.
    3. The obligations to keep confidential and not disclose shall not apply to the extent that any Confidential Information is obliged to be disclosed by law or an order of a court or arbitrator of competent jurisdiction or any requirement of any International Stock Exchange or any other regulatory or government authority or obligations of professional conduct.
    4. Unless otherwise stated in a SOW, any Customer feedback to the Seller relating to a new product idea or existing service enhancements, which are shared with the Seller will be on a non-confidential, non-proprietary basis without any future obligation to the Customer. 
  17. Precedence
    1. If conflicts or inconsistencies arise among documents and only with respect to the specific subject content of each, the following precedence will apply in order of (i) Supplemental Terms (ii) SOW Terms (iii) General Terms & Conditions (iv) Quote.
  18. Force Majeure
    1. No Liability for Force Majeure Event. Neither party will be liable for any failure of or delay in the performance of any of its obligations under this agreement if its failure or delay is due to the occurrence of a Force Majeure Event.
    2. Definition of “Force Majeure Event.” In this agreement, “Force Majeure Event” means any event that
      1. is beyond the reasonable control of a party, this does not include the acquisition, merger or takeover of a Customer for which circumstance full payment to the Seller for Services provided and committed to will still remain due.
      2. materially affects the performance of any of its obligations under this agreement, and
      3. could not reasonably have been foreseen or provided against, but does not include general economic or other conditions affecting financial markets generally.
      4. For the avoidance of doubt, Force Majeure does in this Agreement does include any delay or failure to deliver Services due to reason beyond the Sellers control including the non-performance to deliver on time by any third-party providers to the Seller which are beyond its control.
  19. General Provisions
    1. Headings are inserted for the convenience only and are not to be considered when interpreting this Agreement.  Words in the singular mean and include the plural and vice versa.  Words in the masculine mean and include the feminine and vice versa.
    2. All representations and warranties of the Seller contained in this Agreement will survive the closing of this Agreement.
    3. This Agreement cannot be modified in any way except in writing signed by all the parties to this Agreement.
    4. This Agreement will be governed by and construed in accordance with English Law.
    5. Except where otherwise stated in this Agreement, all terms employed in this Agreement will have the same definition as set forth in the Uniform Commercial Code in effect in the State of Florida on the date of execution of this Agreement.
    6. If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect.
    7. This Agreement will inure to the benefit of and be binding upon the Seller and the Customer and their respective successors and assigns.
    8. This Agreement is executed upon the Customer providing to the Seller payment for Services, a purchase order, email confirmation in relation to a quote which details the agreement to purchase, a signed Agreement or SOW (by fax, or electronic signature).
    9. All Agreement Documents constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.  The Customer acknowledges that it has not relied upon any representations of the Seller as to prospective performance of the Services, but has relied upon its own inspection and investigation of the subject matter.