1. Validity
This proposal outlined in this document is valid for 30 days from date of release for proposals given in English Sterling (£) and 7 days for proposals given in any other currency. The date of release is the date stated on the front page of this document. Any quotation given by Icon Connect shall not constitute an offer.
2. Basis of contract and acceptance of terms
i. The placement of an order (“Order”) constitutes an offer by the Client to purchase services from Icon Connect in accordance with these Conditions.
ii. The Order shall only be deemed to be accepted when Icon Connect issues written acceptance of the Order at which point and on which date the Contract shall come into existence (“Commencement Date”).
iii. Any samples, drawings, descriptive matter or advertising issued by Icon Connect, and any descriptions or illustrations contained in the Icon Connect’s brochures, catalogues or website are issued or published for the sole purpose of giving an approximate idea of the services described by them. They shall not form part of the Contract or have any contractual force.
iv. Unless otherwise stated in these Conditions, these Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing.
3. Supply of services
i. Icon Connect shall supply the Services to the Client in accordance with the Proposal in all material respects.
ii. Icon Connect shall use all reasonable endeavours to meet any performance dates specified in the Proposal or otherwise agreement between the parties, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
iii. The parties shall work together to:
a. agree the specification of Services;
b. agree the Project details including cabling, locations functionality, etc.;
c. develop an implementation plan covering installation, configuration and commissioning;
d. train the Client’s personnel and/or end-users to use the System and provide first line support, if appropriate; and
e. monitor the performance of the System and maintain the same as per any separate maintenance agreement entered into between the parties.
iv. Icon Connect reserves the right to amend the specification of Services or products if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services or the products, and Icon Connect shall notify the Client in any such event.
v. Icon Connect warrants to the Client that the Services will be provided using reasonable care and skill.
4. Project Management
i. Appointment. Each party shall appoint their own Project Team and shall be responsible for directing and managing their respective teams. The Client shall notify Icon Connect of the key point of contact and if that person changes, be responsible for advising Icon Connect of a new point of contact.
ii. Meetings. The Project Team shall meet at such intervals as it may agree from time to time.
iii. Quorum. Decisions made by the Project Team at a meeting about the Project shall be valid if at least one individual representing each party is present forming quorum.
iv. Decision Making. Any decisions made by the Project Team at a meeting shall be agreed by both Icon Connect’s Project Team and the Client’s Project Team.
v. Acting reasonably. The parties agree that, in making any decision about the Project, the parties, and their personnel on the Project Team, shall act reasonably.
vi. Access. The Client shall ensure that Icon Connect has access to any premises, personnel, data and information in a timely manner and at no charge to Icon Connect, as is reasonably necessary for the purposes of undertaking and delivering the services contemplated under this agreement.
vii. Implementation. The Parties shall work together to:
a. Confirm the specification of the System and scope of project (“Analysis”);
b. Agree the Project details including cabling, locations functionality (the “Design”);
c. Develop an implementation plan covering, installation, configuration and commissioning (“Deployment”);
d. Train Client personnel and or end-users to use the Systems and provide first line support, if appropriate; and
e. Monitor the performance of the System and maintain as per any separate maintenance agreement entered into between the parties.
The Project Team shall decide the timetable for the Analysis, Design, Deployment, and the parties shall use all reasonable endeavours to work within such deadlines.
viii. Co-operation. The parties agree to work together and co-operate, and ensure that any employees or sub-contractors involved in the Project work together and co-operate to achieve the successful implementation of the System in accordance with these Conditions.
ix. Facilities. In order to enable Icon Connect to operate and store goods on site prior to and during installation and hand over, the Client must procure that secure on-site office with high speed internet access, furniture, heating and air conditioning and storage is provided. This can be in the form of a container or other facilities to be agreed by the Project Team. The storage facilities must be secure and locked with access only available to Icon Connect staff. An office at a minimum should be on site with a telephone and fast internet access. This can be in the form of a container in office style. The facilities detailed in this Clause 4.ix. are to be made available at the Client’s cost. Communal storage facilities can be acceptable for certain items provided they are secure and that there is a formal goods in and goods out procedure. The Client will also provide any other equipment as Icon Connect may reasonably deem necessary to carry out its obligations under these Conditions, again to be provided at the Client’s cost.
x. Information and accounting purposes. Subject to Clause 19 the parties shall provide each other with such documents and information, as each reasonably deems necessary for accounting and management information purposes.
xi. Delay. If the performance of any of Icon Connect’s obligations under these Conditions is prevented or delayed by any act or omission of the Client, its agents, sub-contracts, consultants or employees, then, without prejudice to any other right or remedy it may have, Icon Connect shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client together with a reimbursement, in full, or any reasonable additional incurred costs by Icon Connect.
5. Duty, Tax and Tariffs
The parties acknowledge that the prices set forth in the Quotation/Proposal and or Agreement are based on current tax rates (including VAT), duty and tariff rates and trade regulations as of the Effective Date. In the event that any new tariffs, duties, import/export taxes, or other governmental charges are imposed, or existing ones are increased, after the Effective Date, and such changes materially impact the Supplier’s cost of providing the goods or services, the Supplier reserves the right to adjust pricing accordingly. The Supplier shall provide the Purchaser with written notice and reasonable supporting documentation of the increased costs, and the parties agree to negotiate in good faith to adjust the pricing to reflect such changes.
6. Payment Terms
i. In consideration of the provision of services completed under these Conditions by Icon Connect, the Client shall pay fees set out in the Proposal (the “Fees”), and subject to clause 19 such fees shall be payable in instalments in the following proportions and on the following dates:
20% of the Fees shall be due and payable upon the Client placing the order;
60% of the Fees shall become due and payable at least [2] Business Days prior to the date on which Icon Connect is required to order the equipment required to undertake the Services.
10% of the Fees shall become due and payable upon completion of the installation of the System; and
10% of the Fees shall become due and payable upon handover of the System to the Client.
ii. 100% upon each delivery of cable, where supply of cable is included. This payment term is separate from the main contract.
iii. Any amounts payable to Icon Connect under this Agreement shall be made by telegraphic bank transfer to the bank account set out in their invoice (or such other bank account nominated in writing by Icon Connect from time to time).
iv. The Fees payable will include but are not limited to:
a. Design
b. Product Supply
c. Installation
d. Programming
e. Commissioning
f. Handover
v. Any payments due under these Conditions must be made in cleared funds, without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law), and become due on submission of an invoice. All invoices to be paid by the Client for in full within 7 days of receipt. Without prejudice to any other right or remedy that it might have, if the Client fails to pay Icon Connect any sum due under these Conditions on the due date, Icon Connect may suspend all or part of its services until payment has been made in full.
7. Expenses
i. It would be usual within our package to any client, builder or yard to cost for expenses as an all inclusive package that would allow for travel, freight, accommodation, subsistence and any other imbursements to do with the project unless otherwise indicated.
ii. Project costs and expenses are based on the project installation being able to be carried out in one uninterrupted programme. Should the building or yacht not be made available and work be ceased for any length of time then all additional travel time and additional expenses will be charged. Should the yacht be moved from its original location for any reason whatsoever prior to completion of our works, then all additional travel and expenses shall be charged directly to the Client and not the yard.
iii. The all-inclusive package referred to under clause 7.i. excludes any local transfer costs, duties or taxes unless stated otherwise and the Client must name a receiving handler or agent prior to shipping. Any additional freight charges to be passed on to the yacht at cost plus 5% administration.
8. Options
Options mentioned in the Proposal maybe accepted by the Client with the initial order or any time prior to completion of main project works. If the client decides to accept any option post completion, a new quote will be required in order to take into account the additional costs associated.
9. Yard/Builders fees and commissions
As a client supply item, it is customary for the owner to allow for an additional yard or builders fee should they be imposed. No such fee has been allowed for within our pricing and shall be borne by the Client.
10. Delays and Force Majeure
i. The labour is an accurate estimate and is based around an expected programme of works. Should this programme be disrupted or delayed for any reason (including as a result of a force majeure event, as defined under Clause 10.v.), Icon Connect reserves the right to charge any additional charges or fees for labour, storage and any other resultant costs. These will be fully supported with documentation.
ii. In the event that Icon Connect are unable to complete the contract within a reasonable time the company have the right to be paid in full and will agree to a future completion date under reasonable circumstances. Any additional costs associated with such an agreement will be agreed in writing prior to completion works taking place. Subject to compliance with Clause 10.v. below, if a party has been prevented, hindered or delayed in or from performing any of its obligations under the Contract by a force majeure event (the “Affected Party”), such Affected Party shall not be in breach of the Contract or otherwise liability for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
The Affected Party shall:
a. promptly (but in any event not later than 24 hours after the occurrence of the event) notify the other party of the occurrence of a force majeure event, the date on which it started, its likely or potential duration, and the effect of the force majeure event on its ability to perform any of its obligations under the Contract; and
b. use all reasonable endeavours to mitigate the effect of the force majeure event on the performance of its obligations.
iv. If any such force majeure event prevents the Affected Party from performing all of its obligations under the Contract for a continuous period of three months, the other party may terminate the Contract by notice in writing to that party.
v. For the purposes of this agreement, a “force majeure event” means any event which is beyond the reasonable control of the party liable to effect performance, and shall include, but not be limited to:
a. acts of God, flood, earthquake or other natural disaster;
b. riots, acts of war, acts of terrorism or strikes;
c. epidemics or pandemics;
d. imposition of sanctions, embargo or breaking off of diplomatic relations;
e. nuclear, chemical or biological contamination or sonic boom;
f. governmental regulations superimposed after the fact; or
g. fire, power failures, interruption or failure of utility service, explosion or accident.
11. Product
Any electronic devices installed are subject to the manufacturer’s limitations of firmware and hardware. Icon Connect shall supply devices with the most up to date firmware available from the manufacturers, however Icon Connect cannot be held responsible for its compatibility with other devices or media. All products are subject to the manufacturer’s own terms and conditions of operation. This is particularly relevant for disc players where conflict of some films on some players is known to occur. If a manufacturer updates their firmware for any device during the build, then Icon Connect will ensure that the latest is used. Any subsequent updates provided for by any manufacturer will be carried out at an additional cost including during the warranty period.
12. Power
i. The Buildings/Yacht power system must allow for and include all power requirements for Icon Connect’s systems. This may, in some instances, include for UPS feeds as well as standard power. Icon Connect will not have included for UPS systems unless stated in the equipment list.
ii. It is the responsibility of the Electrical contractor on site to manage the power phases. It is assumed that all our systems are run on the same phase, should this not be the case alternations maybe required.
13. Variation to Contract (VTC)
i. Save as otherwise provided under these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
ii. The Client may at any time prior to completion of the Services by notice to Icon Connect request a variation (or variations) to the System (“Variation“) which Icon Connect shall implement if reasonably practicable. However, if such Variation will increase or reduce the cost of the System, the parties agree to adjust the Fees accordingly, subject to the same being agreed (together with a specification of the Variation to the System) in writing and signed by the parties (or their authorised representatives) (the “Variation Order/VTC“).
iii. Payment for any Variation shall be made as follows:
a. For items costing up to €20,000: 100% of the Variation costs are due and payable upon signing the Variation Order;
b. For items costing over €20,000:
1. 80% of the Variation costs are due and payable upon signing the Variation Order; and
2. 20% of the Variation costs are due and payable on delivery of hardware.
14. Yard/Builders works
i. There will always be some element of Builders/Yard works associated with our installation and that may include modification to furniture ventilation, the supply and installation of lift mechanisms, the hole coordination and cut outs for ceiling speakers, air conditioning of any main equipment centre etc. Although we can in some instances provide an estimate of what these tasks maybe it is impossible to assess this fully until the project is well underway.
ii. Some builders adopt an attitude that this is to be expected and allow for it in their costs. It should be noted that some prefer not to and make it an additional cost to the Client.
iii. In any event, any costs made against or to Icon Connect by the yard or any subcontractor for such works will be rejected and referred to the builder for payment or consideration.
15. Media Server
i. If a Media Server is specified as part of the proposal in some instances, we are legally obliged to request the Client or a representative to complete a Service & License Agreement (SLA) via an online form. This activation process will allow full access to all features of the system.
ii. All media, associated licences and the loading thereof is excluded. This can be arranged at an additional cost. It should be noted that any Server comes under copyright protection laws and usually a condition of this is no playback to general audiences. Careful inspection of any purchased media should be made by the Client to ensure that it does not infringe or break any laws regarding this matter. Icon Connect accept no responsibility if any infringement occurs at the fault of the Client.
16. Title and risk
i. Risk in the Equipment shall pass on payment in full or in line with a defined payment stage.
ii. Title in the Equipment purchased by Icon Connect or appropriated by Icon Connect from stock shall not pass to the Client until the Supplier receives payment of Fees in full (in cash or cleared funds) .
iii. As and when the Equipment first arrives on Icon Connect’s premises, Icon Connect shall mark all such Equipment with the project identification.
iv. Until title to the Equipment has passed to the Client, the Client shall:
a. not remove, deface or obscure any identifying mark or packaging on or relating to the Equipment; [and]
b. [maintain the Equipment in satisfactory condition and keep them insured on Icon Connect’s behalf for their full price against all risks with an insurer that is reasonably acceptable to Icon Connect. The Client shall obtain an endorsement of Icon Connect’s interest in the Equipment on its insurance policy, subject to the insurer being willing to make the endorsement. On request the Client shall allow the Icon Connect to inspect the Equipment and the insurance policy.
17. Client’s Warranty
i. Icon Connect shall provide the Client with a warranty for the Services provided under this agreement in relation to any labour associated or hardware associated failure (the “Warranty”), which shall commence from completion and handover of the System and terminate 12 months thereafter, save that no Warranty works will commence until all outstanding amounts due by the Client under the Contract have been received by Icon Connect in full.
ii. For any claim made by the Client against the Warranty for repairs (including to any products installed by Icon Connect in connection with its Services), all travel costs incurred by Icon Connect to facilitate such repairs, including, but not limited to, hotels, flights, subsistence, taxis, shall be charged at the current full rate plus 5%.
iii. Any on-site labour for any repairs carried out under the Warranty will be provided free of charge. The Warranty in relation to any hardware product supplied by Icon Connect in connection with its Services shall be back-to-back with the manufacturer warranty available for the relevant product.
iv. Travel time incurred by Icon Connect will be charged to the Client at the current Icon Connect hourly rate.
v. The Warranty contemplated under this clause 16 shall only be valid on hardware supplied by Icon Connect and excludes any Client supplied hardware.
18. Limitation of Liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
i. Icon Connect has obtained insurance cover in respect of its own legal liability for individual claims. The limits and exclusions in this clause 17 reflect the insurance cover Icon Connect has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.
ii. References to liability in this clause 17 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
iii. Nothing in this clause 17 shall limit the Client’s payment obligations under the Contract.
iv. Nothing in these Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
a. death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation; and
c. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
v. Subject to clause 17.iv. (liabilities which cannot legally be limited), Icon Connect’s total liability to the Client:
a. [for loss arising from Icon Connect’s failure to comply with its data protection obligations under clause 21 (Data Protection) should not exceed £1,000,000 (One million pounds sterling); and
b. for all other loss or damage shall not exceed £1,000,000 (One million pounds sterling).
vi. Subject to clause 17.iii. (No limitation on the customer’s payment obligations), and clause 17.iv. (Liabilities which cannot legally be limited), this clause
17.vi. specifies the types of losses that are excluded:
a. loss of profits;
b. loss of sales or business;
c. loss of agreements or contracts;
d. loss of anticipated savings;
e. loss of use or corruption of software, data or information;
f. loss of or damage to goodwill; and
g. indirect or consequential loss.
19. Termination
i. Without affecting any other right or remedy available to it, either party may at any time by written notice to the other party terminate the Contract immediately if:
a. the other party is in material breach of its obligations under the Contract and either that breach is incapable of remedy, or the other party has failed after 30 days to remedy that breach after receiving written notice requiring it to remedy that breach;
b. the Client fails to pay any sum due under the Contract and such sum remains outstanding for a period of 30 days after service of a notice demanding payment of the sum due;
c. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
d. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
e. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
f. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);
g. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
h. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
i. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
j. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
k. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 18.i.c. to clause 18.i.j (inclusive);
l. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
m. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
ii. Termination of the Contract for whatever reason shall not affect the parties’ accrued rights at the date of termination including the right to claim damages as a result of a breach of the Contract.
iii. The provisions of Clauses 6 (Payment Terms), 17 (Limitation of Liability), 18.ii to 18.v. inclusive (Consequences of Termination), 17 (Limitation of Liability) 19 (Confidentiality), 21 (Intellectual Property) and 28.vii (Governing Law and Jurisdiction) shall survive the termination of the Contract.
iv. Upon termination of the Contract:
a. each party shall deliver up to the other party or destroy, at the other party’s option, all software, documentation and data belonging to or containing Intellectual Property or Confidential Information of the other party then in the possession or control of the party or its sub-contractors and in the case of destruction shall certify in writing that it has taken place; and
b. the Client shall immediately pay to Icon Connect all of Icon Connect’s outstanding unpaid invoices and, in respect of any services supplied but for which no invoice has been submitted, Icon Connect may submit an invoice, which shall be payable immediately on receipt.
v. If the Client terminates the Contract for any reason other than those set out under clause 18.i, the Client is required to pay to Icon Connect a sum having an equivalent value to the next instalment due under clause 6.i. from the termination date, plus any costs and expenses that have been incurred by Icon Connect and not yet reimbursed by the Client in connection with the provision of any services under the Contract prior to the termination date. This is without prejudice to any other right or remedy that may be available to Icon Connect as a result of such termination.
20. Confidentiality
i. Each party undertakes to, and to procure that its employees, agents and contractors, treat the Confidential Information as confidential including:
a. not disclosing the Confidential Information to or in the presence of any person other than its employees, agents or sub-contractors having a need to know in connection with the Contract;
b. advising any employee, agent or sub-contractor to whom the Confidential Information is to be disclosed of their obligations with respect to the Confidential Information prior to such disclosure and use its reasonable endeavours to ensure their compliance with such obligations;
c. only using the Confidential Information for the specific purpose or purposes for which it was disclosed; and
d. taking all action reasonably necessary to secure the Confidential Information against theft, loss or unauthorised disclosure.
ii. This Clause 19 does not prohibit the disclosure of Confidential Information for the purpose and to the extent the Confidential Information:
a. is required to be disclosed by law or by order of a court of competent jurisdiction or pursuant to a formal or informal request of a tax authority;
b. at the time of disclosure being made, is in the public domain other than through a breach of the Contract or these Conditions;
c. is disclosed to professional advisers of that party for the purpose of receiving advice from such advisers in their professional capacity; or;
d. is disclosed to third parties or their advisers as part of a due diligence exercise with a view to debt or equity investment in Icon Connect and subject to an obligation of confidentiality.
21. Data Protection
i. Both parties will comply with all applicable requirements of the Applicable Data Protection Laws.
ii. Icon Connect’s liability for losses arising from a breach of any of its obligations under the Applicable Data Protection Laws is as set out in clause 17.
22. Contract of sale
All goods under contract shall remain the property of Icon Connect until such times that all outstanding invoices are paid for in full and Icon Connect reserve the right to recover (or seize control of) these goods if the amounts are not paid for within the specified times.
23. Intellectual Property
All Intellectual Property in any software, documents, processes, services or data developed as part of the Project shall be the property of Icon Connect.
24. GSM DAS Coverage
In any instance where a specification calls full “practical” coverage of a GSM DAS system, such coverage cannot be guaranteed due to the possibility of imperfect antenna placement and type of materials used in construction. The DAS antenna design will be reviewed in greater detail at a further stage. Performance and acceptance of any GSM DAS system will be via a mutually agreed protocol of acceptance which allows for variations in performance appropriate for the project.
25. Wi-Fi Coverage
In any instance where a specification calls full “practical” coverage of a Wi-FI system, such coverage cannot be guaranteed due to the possibility of imperfect antenna placement and type of materials used in construction. The Wi-Fi design will be reviewed in greater detail at a further stage. Performance and acceptance of any Wi-Fi system will be via a mutually agreed protocol of acceptance which allows for variations in performance appropriate for the project.
26. Radio Frequency Coverage
In any instance where a specification calls full “practical” coverage of Radio Frequency Coverage, such coverage cannot be guaranteed due to the possibility of imperfect antenna placement and type of materials used in construction. The Radio Frequency antenna design will be reviewed in greater detail at a further stage. Performance and acceptance of any Radio Frequency system will be via a mutually agreed protocol of acceptance which allows for variations in performance appropriate for the project.
27. Standard Documentation Package
i. Icon Connect’s standard documentation package includes: Block Wiring Diagrams (AutoCAD), Cable Schedule (Excel), Parts List (Excel), Rack Dimensions (Excel), Rack Layout (PDF or AutoCAD), Heat Dissipation (Excel), Power Consumptions (Excel), Initial marked up GA with equipment locations (indicative locations only—to be checked by the Shipyard prior to issue), PDF package of all equipment.
ii. Schematics (PDF) and device schedules (Excel) are also provided as part of the final, as-built documentation package, following project handover/acceptance.
iii. No other formats or other documentation handling has been allowed for and if required will be charged for on an hourly basis as and when requested.
28. Software Licences
If the Client requires a FAT test that specifically includes demonstration of any systems that necessitate a time-limited software licence to be activated before handover of project, then the Client should note that the licence may expire prior to the Warranty period finishing. All costs for maintaining or re-activating such licence are the responsibility of the Client.
29. General
i. Definitions and Interpretation. Unless otherwise stated, the following definitions and rules of interpretation apply in these Conditions:
A. Definitions:
Applicable Data Protection Laws: means:
To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
“Business Day”: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Client”: the person or firm who purchases Services from Icon Connect.
“Conditions”: these terms and conditions as amended from time to time in accordance with clause 28.iv (Variation).
“Confidential Information”: in respect of each party, any and all information (including Know-how) obtained from the other party which by its nature should be treated as confidential or which is marked as such and which has come into that party’s possession or into the possession of any of its employees, agents or sub-contractors as a result of or in connection with this Agreement and includes all information which has been or may be derived or obtained from any such information.
“Contract”: the contract between Icon Connect and the Client for the supply of Services in accordance with these Conditions.
“EU GDPR”: the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
“Icon Connect”: Icon Connect Limited, a private company limited by shares incorporated in England and Wales under company registration number 02145825, being the supplier.
“Intellectual Property”: patents, inventions, utility models, petty patents, registered and unregistered design rights, Know-how, copyrights, trademarks, rights of extraction relating to databases, the right to use software and all other similar proprietary rights which may subsist in any part of the world including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations.
“Know-how”: confidential industrial and technical information and techniques in any form (including paper, electronically stored data, magnetic media, film and microfilm) including (without limiting the foregoing) drawings, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, specifications, tables and procedures.
“Project”: the design, supply and installation as per the Proposal.
“Project Team”: the personnel, having the appropriate skills and qualifications required to complete the task(s) delegated to them under the Project, appointed by Icon Connect and/or the Client under Clause 4.i.
“Proposal” the proposal document (version [ ] dated [ ]) attached to these Conditions.
“Services”: the services supplied by Icon Connect to the Client as set out in the Proposal.
“System”: is defined in the Proposal.
“UK GDPR”: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
B. Interpretation:
The headings of Clauses are for ease of reference and shall not affect the construction of these Conditions.
References in these Conditions to Clauses are references to clauses of these Conditions.
Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time.
A reference to writing or written includes email.
Any project specific terms and conditions separately provided to the Client by Icon Connect in connection with the provision of Services under the Contract should be read and construed in accordance with, and shall be subject to, these Conditions.
ii. Assignment and other dealings.
a. Icon Connect may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
b. The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract [without the prior written consent of Icon Connect].
iii. Entire agreement.
a. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
b. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
iv. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
v.
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
If any provision or part-provision of this Contract deleted under this clause
29.vi. the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
v. Notices.
a. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to
iconadministration@iconconnect.com.
b. Any notice shall be deemed to have been received:
1. if delivered by hand, at the time the notice is left at the proper address;
2. 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; or
3. if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 28.vii. b.3., business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
c. This clause 29.v. does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
vi. Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
vii. Governing law and jurisdiction.
a. 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 law of England and Wales.
b. 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.
