1.0       Definitions

 

1.1       ‘Deliverables’ are those deliverables defined in each Proposal/Task Order.

 

 

1.2        ‘Fees’ means the fees that the Customer will pay Zigzag for the Services as set out in each Task Order.

 

1.3        'Information’ means any and all data and information, relating or referring to the Customer’s projects, products or business                       including but not limited to any methodology, trade secrets, know-how, Intellectual Property Rights, results or reports in written,              electronic or other form disclosed to Zigzag in connection with this Agreement or to which Zigzag will be provided direct or                      indirect access under or pursuant to this Agreement, or which is generated by or on behalf of Zigzag in connection with this                     Agreement.

 

 

1.4        ‘Intellectual Property Rights’ means any and all intellectual property rights including without limit any and all patents, design                   rights, database rights, copyright, know-how, moral rights, trade secrets, confidential information, trade marks, service marks,                 trade names and goodwill

 

1.5        ‘Services’ means quality assurance support, as further specified in the resultant Task Orders.

 

1.6        ‘Task Orders’ means the task orders which will be subject to the terms of the MSA which contain the service requirements and                 Fees for the Services.

 

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2.0        Services 

 

2.1       The Customer requires Zigzag to carry out Services. Zigzag will carry out the Services summarised in the individual Task Orders.

 

2.2       The Customer will provide Zigzag with any access to premises, documentation and information necessary for the conduct of the               Services.

 

2.3       Zigzag has the staff with the capability, skills and expertise to carry out the Services in accordance with all relevant laws,                           regulations and guidelines.

 

2.4       Zigzag agrees to perform these Services under the general direction of the Customer’s designated representative.

 

2.5       In the event of a conflict between this MSA and a Task Order, the provisions of the Task Order shall prevail.

 

 

4.0        Payment

 

4.1       The Customer will pay Zigzag the Fees for performance of Services. The Fees will be held for a minimum of 12 months from the               Effective Date.  Except as specified in clause 4.2 below, Zigzag shall give the Customer three (3) months’ notice in writing of any               proposal of an intention to increase the Fees.  Any such proposal shall be discussed by the Parties in good faith.  No increase                   shall be implemented without the Customer’s written agreement.  If the parties cannot reach agreement on any revised Fees                   within 6 months of the date of Zigzag’s proposal to increase its fees, either party may terminate this Agreement by giving the                   other party 30 days written notice.  Any work carried out by Zigzag after the date of its initial notice seeking an increase in the                  fees shall be billed to the Customer at the then current agreed rates.

 

4.2       The Customer will reimburse Zigzag for reasonable travel, living, and other expenses incurred by Zigzag in the performance of                 Services that are approved in advance by the Customer. Mileage will be charged at the Approved Mileage Allowance Payments                 rate.

 

4.5       Payment is due upon receipt by the Customer and is past due thirty (30) calendar days from receipt of invoice. If the Customer                 has any valid reason for disputing any part of the invoice supplied by Zigzag they will notify Zigzag within fourteen (14) calendar              days of receipt, and if no such notification is given the invoice will be deemed valid. The portion of Zigzag’s invoice, which is not                in dispute, will be paid in accordance with the procedures set forth herein.

 

4.6       All pricing quoted in the proposal is based on the 30 day terms. If payment terms are beyond this then all fees should be                           increased by the table below:

 

            45 days 2.5%

            60 days 5.0%

            90 days 10.0%

 

4.7       Local sales taxes will be added to the quote as and where necessary

 

4.8       Changes in scope may be incorporated into a Task Orders upon the written consent of both parties provided that both parties                   agree on any additional costs associated with the performance of the changed Services and these are set out in the Task Orders.

 

 

6.0        Termination

 

6.1       This Proposal is valid for thirty (30) days.

 

 

7.0        Warranties

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7.1       Zigzag warrants to the Customer that

            

            7.1.1  the Services will be performed in accordance with the standard of care usually and reasonably expected in the                                           performance of such services and that the work performed for the Customer will be correct in all material respects to the                         knowledge of Zigzag.

 

            7.1.2  the Customer’s use of the Deliverables will not infringe the Intellectual Property Rights of a third party.

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            7.1.3  the Customer may reject any Services or Deliverables that do not comply with clause 7.1.1 and Zigzag shall, at its option,                           promptly remedy, re-perform or refund the Fees of any such Services or Deliverables provided that the Customer serves a                         written notice on Supplier that some or all of the Services or Deliverables (as the case may be) do not comply with clause                         7.1.1, identifying in sufficient detail the nature and extent of the defects

 

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8.0       Liabilities and Indemnities

 

8.1       Except as expressly stated in clause 8.2:

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            8.1.1  Neither party will be liable, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise,                                  arising under or in connection with this Agreement for:

 

                      a. loss of profits;

                      b. loss of sales or business;

                      c. loss of agreements or contracts;

                      d. loss of anticipated savings;

                      e. loss of or damage to goodwill; and

                      f. any indirect or consequential loss.

 

            8.1.2    the total liability of Zigzag, whether in contract, tort or otherwise arising under or in connection with this Agreement, and                           shall in no circumstances exceed sum equal to the Insured Loss..

 

 

9.0       Confidential Information and Data Protection

 

9.1       Each party agrees:

 

            (a) except as required as part of the performance of this Agreement, not to disclose any Confidential Information belonging to the             other party to any person (other than on a need to know basis to such directors, employees or other persons engaged in                             activities required for the performance of the obligations set out in this Agreement who have entered legally binding obligations               substantially similar to those set out in this clause 9);

 

            (b) not to use any Confidential Information belonging to the other party for any purpose other than in accordance with this                         Agreement; and

 

            (c) to take all reasonable steps necessary to prevent the unauthorised disclosure and/or use of any Confidential Information                     belonging to the other party.

 

            (d) not to reveal to any person, firm or corporation that the Customer engaged Zigzag as an independent contractor, nor to reveal             the terms of this Agreement.

 

9.2       For the purposes of clause 9.1 above, Confidential Information shall not include any information:

 

            (a) which the receiving party proves by documentary evidence was already in its possession and at its free disposal prior to                       disclosure;

 

            (b) which is or becomes generally available to the public through no default and/or omission on the receiving party’s part; or

 

            (c) to the extent it is required to be disclosed by law and/or the rules of any recognised stock exchange and/or regulatory                           authority on condition that the party required to disclose the Confidential Information gives the other party as much advance                     notice of such disclosure as possible.

 

 

14.0      Governing Law

 

14.1     This Agreement and the obligations of the parties shall be governed by and construed in accordance with the laws of England                   and subject to exclusive jurisdiction of the English courts.