1. The Services

AW (the trading name for AW Capital Limited) will provide Services as agreed in the Letter of Engagement / Quotation, so far as is reasonably practicable within any agreed timescale, and with all proper skill and care. AW will not be subject to direction or control, and itself accepts the responsibility for the proper provision of Services. AW is responsible for maintaining reasonable continuity in personnel providing Services on its behalf but reserves the right in its sole discretion to make changes from time to time; no additional charge will be made for any handover period, and AW remains responsible for Services performed by any individual on its behalf.

  1. Copyright and Intellectual Property Rights

‘Deliverable’ means a work produced by AW in the course of Services for delivery to the Client. Where pre-existing works are incorporated in any Deliverable, the Client has non-exclusive irrevocable world-wide royalty free licence to use, modify and distribute such pre-existing works, but only as part of the Deliverable; all other rights  in  the  pre-existing  works  are  reserved. Subject thereto, all rights in any Deliverable pass to the Client upon payment of all fees due to AW which relate to that Deliverable, and AW will execute a formal assignment thereof on request by the Client.

  1. Charges and Payment

Estimates are subject to change if based on incorrect information provided by the Client, or if any specified dependencies / facilities are not available on time, or  if any equipment required to be provided by the Client fails to operate correctly. All sums due shall be invoiced and paid as specified in the Letter of Engagement / Quotation. VAT is applicable on all invoices. Unless otherwise specified, where payment is on a time and materials basis, AW may invoice weekly, fortnightly or monthly.

  1. Liability

AW is not liable for any loss or damage in respect of an engagement, except where it may not lawfully exclude or limit liability.  Each party expressly excludes liability for consequential loss or damage, loss of profit, business, revenue, goodwill or anticipated savings. Any liability or remedy for innocent or negligent misrepresentation is expressly excluded.  Neither party excludes or limits liability for death or personal injury.

  1. Termination

Either party may terminate any engagement by three months written notice to the other unless specified otherwise in the engagement letter or by  immediate written  notice  if  the  other  is  in  material  breach  or  if  the other becomes insolvent.

  1. Independent Contractor

All services provided by AW will be rendered in its capacity as an independent contractor.  None of the terms and conditions shall be interpreted as creating any agency, employment or any other relationships between the Client and AW or any of its employees. AW will determine the time, place and manner in which the services are performed.  AW does not accept any fiduciary or trust responsibilities in connection with the performance of the Services.

  1. Non-poaching of staff

Neither party, their clients or 3rd   party suppliers will engage, employ or otherwise solicit for employment any director, manager or any employee who was during the previous 12 months an employee or sub-contractor of the other and with whom such party had material contact in connection with any engagement, until the expiry of 6 months after the end of that engagement.

  1. Terms

A contract for an engagement formed based on a Letter of Engagement / Quotation referencing these terms is governed only by these terms and by no others, except where both parties expressly agree in writing. In particular, it is agreed that any Purchase Order or other such document from the Client is intended for the Client’s own administrative purposes only and that notwithstanding its wording, neither a Purchase Order nor its content will have any legal effect.  Save to the extent expressly provided, all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.

  1. Confidentiality

Unless the parties have signed a separate agreement containing more specific provisions in relation to confidentiality (in which  case  the  provisions  of  such agreement  will  continue  to  apply  in  lieu  of  this  clause), each  party  will  keep  any  confidential  information disclosed by the other secret. Neither party may use or take advantage of any such confidential information without the discloser’s consent, even after the end of an engagement without limit in time.  This obligation does not apply to (i) information known to the receiver before disclosure by the other party, or (ii) information which becomes public knowledge without fault on  the  part  of the  receiver,  or  (iii)  disclosures  made  to  the  extent required  by  some  applicable  legal  or  regulatory requirement.

  1. Law

These terms are governed by the laws of England & Wales, whose courts shall have sole jurisdiction in relation to all matters arising. Please note, AW are not authorised or regulated by the FCA.