1. DELIVER OF THE SPECIFIED CONSULTANCY SERVICE

1.1 Subject to these Conditions and any Special and Overriding Terms and Conditions, AMYKAS will deliver the Specified Consultancy Service to the Client. AMYKAS and the Client must agree in writing on any modifications or additions to the Specified Consultancy Service, the Specification, the Conditions, or any Special and Overriding Terms and Conditions.
1.2 No terms or conditions endorsed on, delivered with, or included in the Client's order or equivalent shall form part of the Contract.
1.3 If there is any misunderstanding or disagreement between these Conditions and any Special and Overriding Terms and Conditions, the Special and Overriding Terms and Conditions will take precedence.
1.5 AMYKAS may, without responsibility to the Client, rectify any typographical or other errors or omissions in any quote, brochure, marketing materials, or other Document pertaining to the supply of the Specified Consultancy Service.
1.6 AMYKAS may make modifications to the Specified Consultancy Service at any time without telling the Client that are necessary to comply with any relevant safety or other regulatory requirements, or that do not substantially impact the nature or quality of the Specified Service.
1.7 No order placed by the Client shall be regarded accepted by AMYKAS unless and until AMYKAS confirms it in writing.
1.8 The Client is liable to AMYKAS for guaranteeing the correctness of any order terms.
1.9 No order accepted by AMYKAS may be cancelled by the Client unless AMYKAS agrees in writing and on the condition that the Client indemnifies AMYKAS in full for any loss (including loss of profit), fees, damages, penalties, and expenses incurred by AMYKAS as a result of cancellation.
1.10 The Client must provide AMYKAS with the relevant Input Materials in a timely manner so that AMYKAS can deliver the Specified Consultancy Service in accordance with the Contract. The Client is responsible for ensuring the correctness of all Input Material.
1.11 The Client must keep duplicates of every Input Material.
1.12 AMYKAS accepts no responsibility for any loss or damage to Input Material, regardless of the cause.

2. GENERAL DUTIES OF AMYKAS

2.1 AMYKAS will offer the Specified Consultancy Services to the Client in a professional and diligent manner to the best of its ability.
2.2 AMYKAS assumes no responsibility for the use of any information or data given.
2.3 AMYKAS is not limited from providing identical services to third parties.
2.4 AMYKAS shall provide the Designated Consultancy Service using the Key Persons as stated, and shall have the right to designate alternate personnel if any or all of the Key Personnel become unavailable.

3. WORK ON CLIENT’S PREMISES

3.1 Where AMYKAS needs access to the Client's premises to execute the Specified Consultancy Service, the Client must provide reasonable access and all services required to allow AMYKAS to fulfil its responsibilities under the Contract at mutually convenient times.
3.2 AMYKAS will not perform any act or omission at the Client's premises that might make the Client responsible to any person, and AMYKAS will follow the Client's policies and rules in effect related to the safety of individuals using the Client's premises.

4. FEE OF SERVICES

4.1 The Fee comprises the cost of all materials and labour. Unless otherwise specifically stipulated in the Contract, expenses such as travel and gas at 40p per mile will be invoiced to the customer. All expenditures, including supplies and expenses, will be itemised on AMYKAS invoices.
4.2 All bills shall itemise expenses including travel charges.
4.3 No modification in the Fee will be approved by the AMYKAS unless it receives its express written agreement.

5. TERMS OF PAYMENT

5.1 If no specific payment terms are agreed upon, payment of the Fee must be made within 30 days of the date of the AMYKAS invoice for each and every invoice.
5.2 The Client may not withhold payment for any disputed amount in excess of the cost of correcting the disputed aspect of the Specified Consultancy Service.
5.3 If payment is not received by the due date (30 days from the date of the issued AMYKAS invoice), AMYKAS shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgement) at the rate of 3% above the Bank's base rate from time to time from the due date until the outstanding amount is paid in full.
5.4 If any payment is not received by the due date, AMYKAS maintains the right to suspend any Service until payment is received.

6. VARIATIONS AND ADDITIONAL CHARGES

6.1 AMYKAS will charge the Client for any adjustment requested by the Client that results in additional costs being spent by AMYKAS.
6.2 AMYKAS should provide the Client with at least two weeks' written notice of its intention to charge the Further Charges.
6.3 AMYKAS's Further Charges must be paid in full by the Client within 30 days of the date of AMYKAS's invoice, without set-off or other deduction.
6.4 No modifications to the Contract shall be made or binding unless approved in writing by the Parties.

7. INTELLECTUAL PROPERTY RIGHT AND RIGHTS IN INPUT SUBSTANCE AND OUTPUT SUBSTANCE

7.1 Any Background Intellectual Property generated by the Party must be owned by the Party that developed it.
7.2 Any Input Material provided by the Client shall be owned by the Client.
7.3 All Region of interest Copyrighted Work shall be owned by AMYKAS, subject only to the Client's right to use that intellectual assets for the purposes of utilising the Specified Consultancy Service under a non-exclusive permission, subject only to repayment of all sums payable under the Service agreement, except otherwise provided in this agreement between both the two Parties.
7.4 Unless otherwise agreed in writing between the Client and AMYKAS, any Performance This must belong to AMYKAS, subject only to the Client's right to use the Output Material for the purposes of utilising the Specified Consultancy Service under a non-exclusive licence subject only to payment in full of all sums payable under the Contract.
7.5 Any Data Substance or other information provided by the Client that is so designated by the Client shall be kept confidential by AMYKAS, and all Output Material or other information provided by AMYKAS that is so designated by AMYKAS shall be kept confidential by the Client, except that the foregoing shall not apply to any Documents or other materials, data, or other relevant data that are general populace research and knowledge when they have been so offered by either party, and advanced encryption standard
7.6 The Client warrants that any Input Material and its use by AMYKAS for the purpose of providing the Specified Consultancy Service will not infringe the copyright or other rights of any third party and the Client shall indemnify AMYKAS against any loss, damages costs expenses or other claims arising from any such infringement.
7.7 Subject to clause 7.6, AMYKAS warrants that any Output Material and its use by the Client for the purposes of utilising the Specified Consultancy Service will not infringe the copyright or other rights of any third party and AMYKAS shall indemnify the Client against any loss damages costs expenses or other claims arising from any such infringement.

8. FORCE MAJEURE

8.1 If either party is affected by Force Majeure, the affected party must immediately notify the other party in writing of the circumstances causing the Force Majeure and keep the other party fully informed of the status of the Force Majeure and any changes in circumstances while the Force Majeure is in effect.
8.2 AMYKAS will not be liable for any violation of its duties caused by a force majeure event, such as fire, strikes, insurrection, riots, embargoes, shortages of supplies, transportation delays, civil or military authority needs, war, civil disturbance, or terrorist activity. If any of these concerns remain unresolved for a period of 60 days, AMYKAS reserves the right to cancel the Contract without obligation to the Client by providing written notice on the Client.
8.3 A Force Majeure shall not entitle the Client to terminate this Contract, and neither party shall be in breach of this Contract or otherwise liable to the other party as a result of any delay in performance or non-performance of any of its obligations due to a Force Majeure, except as provided in clause

9. WARRANTIES AND LIABILITY

9.1 AMYKAS warrants to the Client that the Specified Consultancy Service will be performed with reasonable skill and care, in accordance with the Standard, and at the frequencies and times mentioned in the Description, to the extent reasonably practicable.
9.2 Where AMYKAS supplies goods or services supplied by a third party in connection with the provision of the Specified Consultancy Service, AMYKAS makes no warranty, guarantee, or other term as to their quality, fitness for purpose, or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee, or indemnity given by the person supplying the goods to AMYKAS.
9.3 Any claim by the Client of any breach by AMYKAS of the Contract or these Conditions (including the warranty contained in Clause 9.1 above), must be notified to the AMYKAS within 30 days of the supply of the Specified Consultancy Service. If the Client does not notify AMYKAS accordingly, the Client will be deemed to have accepted the Specified Consultancy Service and AMYKAS shall have no liability in relation to the provision of the Specified Consultancy Service and the Client shall be bound to pay the Price in full. Where the Client has made a valid claim, AMYKAS will at its sole discretion either re-perform the part of the Specified Consultancy Service which does not comply with the Contract or refund the Client of such amount of the Price as is reasonable on a quantum meruit basis.
9.4 AMYKAS shall have no liability to the Client for any loss damage costs expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or arising from their late arrival or non-arrival or any other fault of the Client.
9.5 Except in respect of death or personal injury caused by AMYKAS’s negligence or as expressly provided in these Conditions AMYKAS shall not be liable to the Client by reason of any representation (unless fraudulent) or any implied warranty condition or other term or any duty at common law, or under the express terms of the Contract for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of AMYKAS, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of AMYKAS under or in connection with the Contract shall not exceed the amount of AMYKAS’s charges for the provision of the Specified Service, except as expressly provided in these Conditions.
9.6 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.7 Any dates quoted for delivery of the provision of the Specified Consultancy Services are approximate. AMYKAS shall not be liable to the Client or be deemed to be in any breach of the Contract by reason of any delay in performing, or any failure to perform, any of AMYKAS’s obligations in relation to the Specified Service. Unless stated in the Overriding Terms and Conditions time of delivery of the Specified Consultancy Service shall not be of the essence of the Contract.

10. CONFIDENTIALITY

10.1 The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by AMYKAS or its agents and any other confidential information concerning AMYKAS’s business or its products which the Client may obtain and the Client shall restrict disclosure or such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Client’s obligations to AMYKAS and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Client.

11. TERMINATION

11.1 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Conditions and if capable of remedy fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into administration, administrative receivership, receivership, voluntary arrangement or liquidation or in the case of an individual or firm becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
11.2 The cost of all and any work completed by AMYKAS up to the date of termination and any costs incurred by AMYKAS as a result of a cancellation by the Client under clause 11.1 will be payable by the Client to AMYKAS.

12. DATA PROTECTION ACT 1998

12.1 AMYKAS is registered under the Data Protection Act 1998. It will only use any personal information made available to it for the purpose of providing the Specified Consultancy Service to the Client outlined in the Contract.

13. GOVERNING LAW

13.1 The construction, validity and performance of the Contract and these terms and conditions shall be governed and construed in accordance with English law.

14. GENERAL

14.1 These Conditions (together with the terms, if any, set out in the Specification and/or Special and Overriding Terms and Conditions) constitute the entire agreement between the Parties, supersede any previous agreement or understanding and may not be varied except in writing between the Parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
14.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
14.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.