PIVOTAL SCIENTIFIC LTD (“REFERRED TO AS PIVOTAL”)
TERMS OF BUSINESS
Pivotal Scientific Limited of Cherwell Innovation Centre, 77 Heyford Park, Upper Heyford, Oxon OX25 5HD (Company Registration number 06590487) (referred to as “Pivotal”) and the Client specified in the proposal attached hereto.
Acceptance of Orders
Pivotal Scientific Limited will only accept orders for its products and services once it has received an official order which will include either a purchase order number or a signature that is transmitted by post, fax or other means of electronic transmission.
Fees and Expenses
- The Client agrees to pay all fees and expenses properly incurred and invoiced.
- An estimate of Pivotal’ s fees and related expenses for this assignment is provided in the proposal and will remain valid for three months from the date of submission. The proposal is not to be construed as an offer to perform the assignment within a fixed time or at a fixed price.
- Unless an alternative schedule has been agreed Pivotal will invoice the Client once any consultancy work has started. Payment of invoices will fall due within 30 days of the date of invoice without deduction. Interest on overdue amounts shall be payable at a rate of 1.5% per month.
- All fees, expenses or other amounts payable to Pivotal are expressed exclusive of VAT. If VAT is, or becomes, payable in respect of such amounts, the VAT shall be payable by the Client.
- For payments made by credit card, Pivotal Scientific Limited will make an additional charge of 2% of the value of the order. No additional charge will be added for payments made by debit card, bank transfer or cheque.
- In general, each agreement entered into with Pivotal Scientific is for an initial fixed term period of twelve months. If a client wishes to terminate the agreement at the end of the initial fixed-term period, it must do so in writing no sooner than two months and no later than one month before the anniversary date of the agreement. Such termination shall be without prejudice to the payment by the Client to Pivotal of its fees and to any other rights that may have accrued to that date. Also, upon termination of an agreement the client agrees to pay all relevant outstanding payments due to Pivotal Scientific for any services it has provided prior to the effective date of termination.
- During the notice period, Pivotal Scientific will bring the assignment to an orderly close. The Client will be liable for fees and expenses incurred by Pivotal during the notice period.
Limit of Advice
- Pivotal shall carry out the services set out in this agreement with reasonable skill and care in accordance with market practice but shall not be obliged to provide any other advice or service unless it expressly agrees in writing to do so.
- Pivotal shall solely owe a duty of care to the Client. Pivotal’ s advice is given solely for the purpose of the assignment and to the Client and may not without the prior written consent of Pivotal be used for any other purpose or disclosed to any person other than the Client’s other advisers (who may not rely on the advice)
Data Protection Act
- Pivotal may obtain and process personal information about the Client and the people involved in any transaction (for example, name and contact details ) in Pivotal’ s files and computer systems to assist with carrying out the services provided by Pivotal, to give the Client information about Pivotal and its services and to assist with Pivotal’ s administration.
- Pivotal will only disclose this information where (i) the Client has asked Pivotal to disclose it (ii) where required to do so by Law, (iii) where reasonably necessary to carry out the activities set out above or (v) to Pivotal’ s auditors and any regulatory bodies were required to do so. In each case, the disclosure may be to anywhere in the world.
- The Clients shall, where applicable, comply with the provisions of the Data Protection Act.
- The Clients irrevocably agrees to indemnify and hold harmless the Pivotal Group and its directors, officers, employees, controlling persons, associates, consultants, affiliates and agents (each as “Indemnified Person”) to the full extent lawful against all and any indemnified Losses.
- “Indemnified Losses” include all losses, liabilities, damages, costs, charges and expenses (including without limitation legal expenses) (“Liabilities”) arising from the Assignment and the arrangements in this letter and suffered or incurred by an Indemnified Person, and resulting from any actions, claims, demands, investigations or any competent regulatory authority, proceedings or judgements (“Actions”) including result from an Action to establish whether this Indemnity applies
- Any Indemnified Person shall be entitled to defend, compromise, settle or deal with any indemnified claims or proceedings to which this indemnity applies as Pivotal or the Indemnified Person sees fit. Without prejudice to the foregoing, Pivotal shall, where practicable: a. Keep the Client informed of all material developments in relation to such Indemnified claims or proceedings
- Provide the Client with any information relating to such indemnified claims or proceedings which it may reasonably, request: and
- Notify the Client prior to taking any material steps in relation to such indemnified claims or proceedings.
- The benefit of this indemnity shall survive any termination of the agreement and is in addition to any rights that any Indemnified Person may have at common law or otherwise include, but not limited to, any right of contribution.
- If the Client specifically authorises Pivotal to do so or Pivotal is required to do so by law or the rules of any competent regularly authority, Pivotal may publish or disclose to a third party any information which is provided to Pivotal or the substance of any advice given by Pivotal.
- The Clients shall not publish or disclose to any third party any documents generated by Pivotal of the substance of any advice given by Pivotal unless specifically authorises the Client to do so or the Client is required to do so by law or the rules of any competent regularly authority.
- The Client agrees with Pivotal that the substance of any advice given by Pivotal is provided by solely to the Client and for the Client’s benefit in connection with the Assignment and may not be disclosed to, used or relied on by, any other person or for any other purpose.
- Pivotal and its consultants will keep confidential information for three years from the date of its supply, all information supplied by the client, but this duty of confidence shall not extend to any information already known to Pivotal and its consultants prior to its disclosure by the Client, or lawfully received by Pivotal and its consultants from a third party not to information published at the date of such disclosure or subsequently through no fault of Pivotal and its consultants.
- Subject to the confidentiality obligations herein, Pivotal reserves the right to include the Client’s name in Pivotal’ s published list of Clients to whom Pivotal is providing services unless the Client advises in writing to the contrary.
- All reports covered by the proposal will be in English.
- Notwithstanding delivery, title to goods shall not pass to the Client until all sums due to owing on any account whatsoever by the Client to Pivotal have been paid in full.
- The Client accepts that Pivotal will suffer loss if an employee engaged in work for the Client accepts an offer of employment from the Client within one year of the completion of such work. It, therefore, is a condition of the engagement of Pivotal that the Client will not offer employment to any such employee either during the currency of the assignment described in the proposal or within a year of its completion. Should the Client act in breach of this condition, then without prejudice to any other remedies available to us the Client will pay Pivotal by way of liquidated damages the equivalent of one year’s salary for the employee concerned. In this clause “The Client” shall where appropriate include the Client’s parent, subsidiary and/or associated companies.
- All amendments of the TERMS shall be agreed in writing
- This agreement will be construed and interpreted in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.
- The invalidity, illegality or unenforceability of the whole or part of any clause of this agreement does not affect or impair the continuation in full force and effect of the remainder of this agreement.
SANDERS HOUSE CHURCHFIELDS, STONESFIELD, WITNEY, OXFORDSHIRE, OX29 8PP
What we collect
We may collect the following information:
- contact information including email address
- demographic information such as postcode, preferences and interests, such as pages visited
- other information relevant to customer surveys and/or offers, including information that assists our compliance to the General Data Protection Regulations (GDPR)
- What we do with the information we gather
We require this information to understand your needs and provide you with a better service, and in particular for the following reasons:
Internal record keeping.
We may use the information to improve our products and services.
We may periodically send promotional emails about new products, special offers or other information which we think you may find interesting using the email address which you have provided, if you contacted us before 21st of May 2018, or if you have opted in to receive marketing communications.
From time to time, we may also use your information to contact you for market research purposes. We may contact you by email, phone or email. We may use the information to customise the website according to your interests.
We are committed to ensuring that your information is secure. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online. In compliance with GDPR, all data is highly secure and strictly confidential.
Links to other websites
Our website may contain links to other websites of interest. However, once you have used these links to leave our site, you should note that we do not have any control over that other website. Therefore, we cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy statement. You should exercise caution and look at the privacy statement applicable to the website in question.
A cookie is a small file which asks permission to be placed on your computer's hard drive. Once you agree, the file is added and the cookie helps analyse web traffic or lets you know when you visit a particular site. Cookies allow web applications to respond to you as an individual. The web application can tailor its operations to your needs, likes and dislikes by gathering and remembering information about your preferences.
We use traffic log cookies to identify which pages are being used. This helps us analyse data about web page traffic and improve our website in order to tailor it to customer needs. We only use this information for statistical analysis purposes and then the data is removed from the system.
Overall, cookies help us provide you with a better website, by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us.
You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the website.
Controlling your personal information
You may choose to restrict the collection or use of your personal information in the following ways:
whenever you are asked to fill in a form on the website, you will be given the option to opt into our direct marketing
if you have previously agreed to us using your personal information for direct marketing purposes, you may change your mind at any time by writing to or emailing us at email@example.com
We will not sell, distribute or lease your personal information to third parties unless we have your permission or are required by law to do so. We may use your personal information to send you promotional information we think you may find interesting if you tell us that you wish this to happen.
You may request details of personal information which we hold about you under the General Data Protection Regulation (GDPR). This will be provided free of charge, but a small fee will be payable if you make an excessive number of requests. If you would like a copy of the information held on you please write to firstname.lastname@example.org
If you believe that any information we are holding on you is incorrect or incomplete, please write to or email us as soon as possible, at the above address. We will promptly correct any information found to be incorrect. You have the right to be forgotten, but this may result in a decline in the service we are able to offer you at a later date.