1. Interpretation
1.1 Definitions:
Arthia: Arthia Ltd, registered in England and Wales with company number 13334488 and registered address, 86-90 Paul Street, London, England, United Kingdom, EC2A 4NE.
Arthia IPRs: all Intellectual Property Rights that are not the Deliverables or Customer Materials owned or controlled by Arthia or licenced to Arthia prior to or outside of this Contract, including but not limited to in the provision of the Services.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the charges payable by the Customer to Arthia for the supply of the Services as detailed in the Quote.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 15.4.
Contract: the contract between the Customer and Arthia for the sale and purchase of the Services in accordance with these Conditions.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Customer: As named on the Quote for works.
Customer Materials: has the meaning at clause 6.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Deliverables: all materials developed by Arthia or its agents, subcontractors and personnel as part of or in relation to, the Services in any form or media whether tangible or intangible.
Intellectual Property Rights: patents, trademarks, service marks, logos, trade names, internet domain names, rights in designs, copyright (including rights in computer software) and moral rights, database rights, rights to data, semi-conductor topography rights, utility models, rights in know-how and other intellectual property rights, in each case whether registered or unregistered and including applications for registration, renewals or extensions and all rights or forms of protection having equivalent or similar effect anywhere in the world.
Quote: the quotation sent from Arthia to the Customer that the Customer must accept and sign. The Quote will specify many of the commercial terms of the Contract including scope of work and fees.
Services: the works to be provided by Arthia under the Contract as detailed in the Quote.
Services Start Date: The date on which Arthia countersigns the Quote, or as otherwise specified by Arthia in the Quote.
Specification: any specification for the Services, including any related plans and drawings, that are agreed in writing by the Customer and Arthia.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
1.2 Interpretation:
(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(c) a reference to writing or written includes emails.
2. Commencement and term
2.1 In the case of ongoing or rolling monthly Services provided by Arthia, the Contract shall commence on the Services Start Date and shall continue in full force and effect, subject to the terms and conditions herein. until the end of the term as specified in the Quote. Thereafter the Contract shall automatically renew for the same period of time again on a rolling basis, subject to termination on not less than ninety (90) days’ prior written notice by the Customer, such notice to expire at the end of the then current term.
2.2 In the case of one-off Service items provided by Arthia, the Contract shall commence on the Services Start Date and shall continue until the Services, as specified, have been completed, whereupon the Contract shall automatically expire.
2.3 For the avoidance of doubt, Arthia may unilaterally terminate the contract by giving the Customer thirty (30) days’ prior written notice at any time during the initial term and any subsequent terms.
3. Provision of Service
3.1 Arthia shall for the duration of the Contract provide the Services to the Customer.
3.2 In providing the Services, Arthia shall:
(a) perform the Services with reasonable care, skill and diligence.
(b) ensure that the Services and Deliverables shall be fit for purposes.
4. Customer obligations
4.1 The Customer shall:
(a) co-operate with Arthia in all matters relating to the Services;
(b) provide, for Arthia, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by Arthia or any of them; and
(c) provide, in a timely manner, such information as Arthia may reasonably require, and ensure that it is accurate and complete in all material respects.
4.2 If Arthia’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Arthia shall:
(a) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
(b) be entitled to payment of the Charges despite any such prevention or delay; and
(c) be entitled to recover any additional costs, charges or losses Arthia sustains or incurs that arise directly or indirectly from such prevention or delay.
5. Charges, expenses, and payment
5.1 In consideration of the provision of the Services, the Customer shall pay Arthia the Charges in accordance with this clause 5.
5.2 All amounts payable by the Customer exclude value added tax (VAT), which the Customer shall additionally be liable to pay to Arthia at the prevailing rate, subject to the receipt of a valid VAT invoice.
5.3 in the case of the provision of Arthia of one-off Services the Customer shall pay the Charges to Arthia on acceptance of the Quote.
5.4 In the case of ongoing or rolling monthly Services, the Customer shall pay the applicable Charges to Arthia within fourteen (14) days of the date of the corresponding invoice rendered by Arthia.
5.5 Services instructed outside the scope of work provided for in the Quote will be charged at £150.00 per hour unless otherwise agreed to in writing by Arthia.
5.6 Payment of the Charges shall be made to the bank account nominated in writing by Arthia. All amounts due under the Contract from the Customer to Arthia shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.7 The Customer shall reimburse Arthia for actual, customary and out-of-pocket expenses for reasonable and necessary expenses incurred by Arthia in connection with providing the Services. Pre-approval is not required.

5.8 The Customer indemnifies Arthia against costs, fees, disbursements and charges, including legal fees and costs reasonably incurred in the recovery of any unpaid invoices.

5.9 The company director signing this Contract hereby agree to, jointly and severally as applicable, personally guarantee the payment and collection of all fees and costs payable under this Contract, on behalf of the Customer. 
6. Customer materials
Arthia acknowledges that data supplied by the Customer to Arthia (the Customer Materials) and all rights in the Customer Materials are and shall remain the property of the Customer. Arthia shall keep the Customer Materials in safe custody until the completion of works.
7. Marketing
The Customer hereby grants Arthia the right to use the name and service marks of the Customer in its marketing materials or other oral, electronic, or written promotions, which shall include naming the Customer as a customer of Arthia and a brief scope of services provided. In addition, the Customer hereby grants Arthia the right and any licence required to display its logo (or other identifying information) and a hyperlink to Arthia’s website on the home page of the Customer’s website. Either party may elect to issue a press release related to this Agreement. In doing so, any release shall be approved by the other party and such approval shall not be unreasonably withheld.
8. Insurance
During the term of the Contract, Arthia shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
9. Confidentiality
9.1 A party (receiving party) 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 receiving party by the other party (disclosing party), its employees, agents or subcontractors and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract and shall take reasonable endeavours to ensure that such employees, agents and subcontractors comply with the obligations set out in this clause. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
9.2 This clause shall survive 6 months from termination of the Contract.
10. Intellectual Property
10.1 Arthia and, as applicable, its licensors shall retain ownership of all Arthia IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.
10.2 The Intellectual Property Rights in the Deliverables shall be owned by Arthia upon creation and Arthia shall retain such ownership.
10.3 Arthia grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, perpetual, non-exclusive, royalty-free, licence in respect of the Intellectual Property Rights in the Deliverables for the purpose of the Customer receiving and using the Services and the Deliverables in the Customer’s business, for the sole benefit of the Customer. The Customer shall not seek to derive an unfair benefit or commercial advantage from the Intellectual Property Rights in the Deliverables in whole or in part.
10.4 The Customer grants Arthia a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer in accordance with the Contract.
11. Data Protection
11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
11.2 Each party acknowledges that nothing in the Contract purports to appoint it as a processor for and on behalf of the other in respect of the other party’s personal data and neither party shall otherwise act as a processor on behalf of the other unless it has been expressly appointed as processor by the other party on terms that comply with the Data Protection Legislation.
12. Compliance with relevant laws and policies
12.1 In performing its obligations under the Contract, Arthia shall comply with all applicable laws, statutes, and regulations from time to time in force.
13. Liability
13.1 Nothing in this Contract shall limit liability for:
(a) for death or personal injury caused by a party’s negligence or the negligence of its employees, agents or subcontractors (as applicable); or
(b) for fraud or fraudulent misrepresentation or wilful default; or
(c) any matter in respect of which it would be unlawful to exclude or restrict liability.
13.2 Subject to clause 13.1:
(a) neither party shall be liable whether in tort (including for breach of statutory duty), contract, misrepresentation, restitution or otherwise for any of the following (whether direct or indirect):
(i) loss of profit;
(ii) loss of business;
(iii) depletion of goodwill or harm to reputation;
(iv) loss of or corruption to data or information;
(v) loss of use;
(vi) loss of production;
(vii) loss of contract;
(viii) loss of opportunity; and/or
(b) neither party shall be liable for pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Contract; and
(c) the total aggregate liability of each party to the other party in respect of all loss or damage arising under this Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, shall in no circumstances exceed the Charges paid by the Customer in the three (3) period immediately preceding the date of claim.
14. Termination
14.1 Without limiting its other rights or remedies, either party may terminate the Contract (or part of the Contract, as applicable) with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within sixty (60) days of that party being notified in writing to do so. In such a case, the Contract will only be terminatable in respect of the part of the Services directly affected by the material breach;
(b) the other party repeatedly breaches any of the terms of the Contract in such manner as to repeatedly justify the opinion of the non-breaching party that its conduct is inconsistent with it having the intention or the ability to give effect to the terms of the Contract;
(c) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(d) the other party takes any step or action in connection with being made bankrupt, entering any composition or arrangement with its creditors, having a receiver appointed to any of its assets, or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(e) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(f) the other party’s financial position deteriorates to such an extent that in the non-breaching party’s opinion the breaching party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
14.2 Without affecting any other right or remedy available to it, Arthia may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
14.3 On termination of the Contract for whatever reason the Customer shall immediately pay to Arthia all of Arthia’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Arthia may submit an invoice, which shall be payable immediately on receipt.
14.4 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
14.5 Clauses that expressly or by implication survive termination of the Contract shall continue in full force and effect.
15. Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control. If the period of delay or non-performance continues for more than three (3) months, the party not affected may terminate the Contract immediately by giving written notice to the affected party.
16. General
16.1 Assignment and other dealings: Subject to clause 16.2, neither party may at any time assign, transfer, mortgage, charge, declare a trust over, subcontract and/or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the other party (not to be unreasonably withheld or delayed).
16.2 Subcontracting: Arthia may subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Customer provided that Arthia shall remain responsible for the Services.
16.3 Entire agreement: The Contract constitutes the entire agreement between the parties in connection with the Services and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.4 Variation: Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by both parties.
16.5 Waiver: No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.6 Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
16.7 Notices:
(a) Any notice given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service or commercial courier.
(b) A notice or other communication shall be deemed to have been received: if delivered personally; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action, or other method of dispute resolution.
16.8 Partnership: Nothing in the Contract is intended to or shall be deemed to create a partnership or joint venture or relationship of employer or principal and agent between the parties and no employee of Arthia shall be deemed to be or have become an employee of the Customer.
16.9 Third party rights: No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.
16.10 Governing law: The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales.
16.11 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation