Mastodon C

If Mastodon C provides Services for a customer of Client, Client shall (i) make no guarantees, warranties or representations in excess of those contained in this Agreement in relation to the Services ; (ii) indemnify Mastodon C against any claims relating to any guarantees, warranties or representations so made by Client; and (iii) procure that Client's customer performs such obligations hereunder are as relevant to enable the Project to be completed. 3. Acceptance/Charges and Payment: Services will be deemed to be accepted to Client's satisfaction upon delivery of the relevant deliverables by Mastodon C. Charges for the Services will be as described in the relevant quotation and unless stated otherwise in the quotation will be on a time and materials basis. Unless otherwise agreed between the parties in writing, invoices for time, materials and expenses will be raised monthly in arrears or at the completion of the Services if completed in less than one month. Payments shall be due thirty (30) days from date of invoice. Mastodon C reserves the right to levy interest on overdue payments at the maximum amount due by law from the date payment becomes due until the date it is received by Mastodon C. Mastodon C reserves the right to terminate or suspend Services if Client is overdue with payments at any time. 4. Confidential Information: During the period of this Agreement and at all times thereafter, each party shall treat as confidential and not reproduce or disclose to any other party all information, including but not limited to, software programs whether in source or object code format, technical data, correspondence, the details of this Agreement or any services or quotation, and other material which is stated to be the confidential and/or trade secret information of the other party, or which may be reasonably presumed to be so. Each party shall safeguard such information to the same extent that it safeguards its own confidential and proprietary information and in any event with not less than a reasonable degree of protection. Notwithstanding the foregoing, Mastodon C shall be entitled to provide to third parties only such information as is necessary for it to perform its obligations in relation to the Services, or as may be required by law. The obligation of the parties not to disclose information shall not apply to information which was already in the public domain, or in the rightful possession of the other party, at the time of its disclosure, or which is disclosed as a matter of right by a third party or which passes into the public domain by acts other than the unauthorised acts of the other party. Within ten (10) days of the completion of the relevant Services, each party shall return all originals and any copies thereof of any confidential information of the other party. It is understood and agreed that in the event of a breach of this paragraph money or damages may not be an adequate remedy, and therefore, in addition to any other legal or equitable remedies, either party shall be entitled to seek injunctive relief to prevent an anticipated breach of confidentiality. 5. Proprietary Rights: Unless otherwise agreed in writing between duly authorised representatives of the parties copyright, patents and any and all industrial and intellectual property rights in any and all computer programs, documentation, reports and all other information developed, written, provided or produced pursuant to the Services do vest or shall vest solely in Mastodon C or its supplier immediately and unconditionally upon being developed, produced or written. 6. Warranty/Limitation of Liability: Mastodon C shall provide the Services in a professional manner with due care, skill and competence at a level commensurate with industry standards. No warranty or guarantee is given that Services will be successful in whole or in part. Mastodon C shall not be liable for any indirect, consequential, special or incidental loss or damage suffered by Client or any third party, including loss of property, of data or of profits even if Mastodon C has been advised of the possibility of such damage arising directly or indirectly from the provision of Services. Mastodon C's liability to Client or any third party, for a claim of any kind arising as a result of or related to any product or Service, whether in contract, in tort (including negligence or strict liability) or otherwise, under any warranty, condition or guarantee or otherwise, shall be limited to monetary damages and the aggregate amount thereof for all claims relating to any particular Project or product provided shall in any event be limited to a sum equivalent to the aggregate amount paid to Mastodon C under the relevant Project or for the relevant product which gave rise to the claim. No action, regardless of form, may be brought by Client more than one (1) year after the events which gave rise to the cause of the action. 7. General Provisions: (i) Mastodon C shall not be liable for failure or delay in performance of its obligations under this Agreement if such failure or delay is due to causes beyond its reasonable control, including but not limited to Acts of God, war, terrorist action, riot, strike, lock-outs, trade disputes, third party delay, accident, fire, flood, storm, natural disaster, shortages, power or environmental failures. (ii) Mastodon C shall be entitled to subcontract any or all of the Services to suitably qualified personnel or organisations. No amendment to this Agreement shall be effective unless specifically stated to amend this Agreement and executed by authorised representatives of both parties. (ix) In the event of any conflict between the provisions of this Agreement and any purchase order or other document issued by Client the provisions of this Agreement shall prevail. (x) This Agreement shall be governed and construed in accordance with the laws of England and Wales, and subject to the jurisdiction of the English courts. If any provision of this Agreement is found to be invalid, illegal or unenforceable it shall be considered severable and the remaining provisions shall not be impaired. Any such provision shall be interpreted to the extent possible so as to give effect to its intended purpose. (xi) Upon termination of any Services, (a) Client shall pay Mastodon C for all work performed up to the date of termination by Mastodon C and Mastodon C shall provide to Client any materials for which Client has so paid; (b) each party shall return to the other all materials and property including proprietary data which has been provided to it for the purposes of this Agreement and /or the relevant Services; (c) paragraphs 4, 5 and 6 of this Agreement shall survive.