For purposes of this Agreement, the following terms shall have the following meanings:

a. “Services” means any and all services specified in the Statement of Work (as defined below).

b. “Deliverables” means any tangible property, including software media, delivered

to Customer under this Service Contract, as specified in the Statement of Work.

c. “Project” means the combination of Services and Deliverables to be provided under this Agreement.

Contractor shall perform and deliver the Project as set forth in the Statement of Work issued against and subject to the terms and conditions of this Agreement.

The work which Contractor shall perform shall be specified in the Statement of Work–attached hereto as Attachment A–which will be written under the terms and conditions of this Agreement.  The Statement of Work shall specify:  (i) description of Services and Deliverables, (ii) schedule for Deliverables, and (iii) price and payment schedule.

The term of this Agreement shall commence on a date agreed by the two parties, and shall continue thereafter until the works are agreed as completed by both parties or as provided in Section 11 below.

Projects will be performed on a firm fixed price basis or a time and materials basis, as indicated in the applicable Statement of Work.  Any additional or unscheduled Services or Deliverables to be provided by Contractor outside of the Statement of Work must be mutually agreed upon in writing ("Variation Order") signed by both parties hereto referencing this Agreement. A purchase order must be received by The Contractor prior to works commencing.

1.    VAT. The Project Price does not include VAT and the  Customer is responsible for VAT to the Contractor upon receipt of a VAT Invoice. Fees and expenses are subject to VAT.

2.    Payment schedule. The Customer will receive invoices based upon the billing/payment schedule contained in the applicable Statement of Work.  Invoices will contain a description of the Services or Deliverables provided.  Invoices are due and payable within 30 days of Contractor’s invoice date. 

3.    Expenses. Gallos will invoice the client fees and any incurred expenses, in relation to the delivery of the Scope. Neither party is authorised to incure expenses or costs of behalf of the other without authroisation in writing from teh otehr party. Expenses may include:

(a)  Mileage to and from Gallos' Consultant address to the client site, @55p per mile, or public transport & taxi costs if it is used in place of driving to site.

(b)  Hotel costs, where applicable.

​       (c)  Travel time, where travel time exceeds 90 minutes one way.

​       (d) Subsistence.

4.    For the purposes of section 9 (1) of the Late Payments of Commercial Debt (Interest) Act, it is agreed that any late payments will be subject to 2% interest above the prevailing base rate of Bank of England (and that such is a substantial remedy for the purposes of the Act), accrued on a daily basis from the date payment becomes overdue and Gallos has received payment of the overdue amount plus interest.

5.    Any failure by The Customer to pay outstanding invoices within a timely manner, following multiple attempts by Gallos to be paid, and that results in Gallos needing to instruct a debt collection agency, will require the Customer to pay any additional fees incurred by the debt collection agency.

Title. The Contractor reserves title of each Deliverable until payment of the Project Price is received. 

Except for commercial off-the-shelf type products where the license for such products is contained in the applicable Statement of Work, Customer shall have exclusive unlimited ownership rights to all deliverables developed under this Agreement.

All of the foregoing shall be deemed to be work made for hire, except as hereafter specified, and belong to Customer, with Customer having the sole right to obtain, hold, and renew, in its own name or for its own benefit, patents, copyrights, registrations, or other appropriate protection.

Customer acknowledges that Contractor uses, or may develop hereunder, methods, concepts, code sequences, format, sequence structure, organisation, menu command hierarchy, templates, masks, user interface, techniques, program organisation, database structuring techniques, and the like (Contractor proprietary items) that are proprietary to Contractor.

It is agreed that these Contractor proprietary items shall remain the sole and exclusive property of Contractor. Contractor grants Customer a perpetual, non-exclusive, paid-up license to use Contractor proprietary items subject to the following:

1.    Customer may use Contractor proprietary items solely in connection with the products purchased hereunder, for the purpose for which those products were originally purchased.

2.    Customer may not transfer, sell, or otherwise dispose of any Contractor proprietary items without the prior written consent of Contractor.

3.    This license gives no title or ownership rights in Contractor proprietary items or related intellectual property to Customer.

4.    If software source code is delivered to Customer under this license, Customer agrees to keep the source code strictly confidential in accordance with Section 13 below. If software object code is delivered, Customer will not copy or modify the software or subject the software to any process intended to create computer source code from Contractor proprietary items.

5.    Customer agrees to retain or reproduce on all copies of any Contractor proprietary items all copyright notices and other proprietary legends and all trademarks or service marks of Contractor or any third party.

6.    Customer will have no rights to assign or sell the license granted herein to others.

7.    If Customer orders any commercial off-the-shelf type products, a separate licensing agreement shall be negotiated and shall become part of the applicable Statement of Work.

8.    Customer grants Contractor a perpetual non-exclusive, paid-up license to use all portions of the deliverables first developed by Contractor during the performance of this Agreement, not to include content or any material provided to Contractor by Customer.

The Deliverables, if any, shall be deemed accepted by Customer upon completion of the following acceptance test:

1.    Immediately upon receipt of said Deliverables, Customer shall promptly perform testing of the Deliverables to confirm that the Deliverables perform in accordance with the documentation or other standards applicable thereto as set forth in the Statement of Work.

2.    Customer shall either promptly provide Contractor with written acceptance of the Deliverables, or deliver to Contractor a detailed written statement of nonconformities to be corrected prior to Customer’s acceptance of the Deliverables. Unless otherwise agreed to in writing by the parties, Contractor will redeliver corrected Deliverables to Customer within a reasonable amount of time after receipt of such statement of nonconformities.

3.    Following redelivery of corrected Deliverables, a new acceptance test shall be immediately commenced by Customer. Any such written statement of nonconformities shall provide sufficient detail to enable Contractor to remedy the failure to conform to the Completion Criteria.

If Customer fails to provide a written acceptance or a written statement of nonconformities within five (5) days of initial receipt of said Deliverables or such other mutually acceptable period as defined in the applicable Statement of Work, or within five (5) days of re-delivery of said corrected Deliverables or such other mutually acceptable period, the Deliverables shall be deemed immediately accepted by Customer.

1.    Contractor warrants deliverable functionality substantially as defined in the Statement of Work for a period of number days following final delivery.

2.    Contractor warrants that with respect to any Deliverable assigned by Contractor to Customer that Contractor has the right to transfer title to Customer.

3.    Contractor further warrants that to its knowledge the Deliverables do not infringe any intellectual property right held by a third party.

4.    Customer’s sole and exclusive remedy and Contractor’s only obligation for breach of the warranty hereunder will be, at Contractor’s option, to correct any material errors in provision of Services or to replace or repair Deliverables which do not conform to the warranty.

In order for Customer to exercise this remedy, Customer must give Contractor written notice of such nonconformity within the warranty period, and Contractor must determine that any nonconformity did not arise due to any cause specified below.

Contractor shall be given free and full access to deliverables to make corrections, and Customer shall promptly inform Contractor of any changes in the location of Deliverables during the warranty period. If this remedy is adjudged to have failed of its essential purpose, Contractor’s total liability will be to refund the price paid to Contractor by Customer for the nonconforming Deliverables.

The remedy provided by Contractor for breach of warranty does not include the following, which may be provided, at Contractor’s sole option, at Contractor’s then-current time and materials rates:

a.    Repair of damage to Deliverables caused by Customer during unpacking.

b.    Repair of damage caused by events beyond Contractor’s reasonable control.

c.     Repair of damage caused by Customer’s improper installation, relocation, or rearrangement of Deliverables.

5.    Except for the warranties stated in this Section, Contractor disclaims all other warranties with respect to the services and deliverables, express or implied, arising by operation of law, course of dealing, usage of trade or otherwise, including but not limited to the implied warranties of merchantability and fitness for a particular purpose and warranties against non-infringement.

Contractor expressly does not warrant that the operation of Deliverables which are software shall be uninterrupted or error-free; or that Deliverables will operate on any system, or with any software, other than the system with which the Contractor tested such Deliverables. Contractor does not warrant any third-party software development tools. Contractor specifically does not warrant the accuracy of any technical or subject matter content of the courseware or software that is based upon information or direction provided by Customer.

The total liability of Contractor to Customer from any cause whatsoever, will be limited to the lesser of Customer’s actual damages or the Project price paid to Contractor for those Services and Deliverables in a Project that are the subject of Customer’s claim.

In no event will either party be liable for special, indirect, consequential, or incidental damages, including but not limited to loss of profits, revenues, data or power, damage to or loss of the use of products, damage to property, claims of third parties, including personal injury or death, suffered as a result of provision of Services or use of Deliverables.

Time for Claims. All claims against Contractor must be brought within one (1) year after the cause of action arises and Customer waives any statute of limitations which might apply by operation of law or otherwise.

The Customer is responsible for the integrity of all financial data and the Contractor takes no responsibility for the accuracy of any data presented to it by the Customer.

Customer shall defend, indemnify, and save Contractor harmless, at Customer’s own expense, against any action or suit brought for any loss, damage, expense or liability that may result by reason of an infringement of any patent, trademark, copyright, or trade secret based upon the normal and intended use of the Deliverables furnished to Contractor hereunder.

Should any of the Deliverables furnished to Contractor hereunder become the subject of a claim of any infringement of a patent, trademark, copyright, or trade secret, Customer shall, at its option and expense, deliver non-infringing material, modify the material so that it becomes non-infringing, or procure for Contractor the right to continue using Customer’s infringing material.

Customer agrees to indemnify and hold Contractor harmless against all claims, liabilities, demands, damages, or expenses (including legal fees and expenses) arising out of or in connection with Customer’s use of the Deliverables.

Neither party shall be liable for failure to perform, nor be deemed to be in default, under this Agreement for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to failure of performance by the other party, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war, or power failure. In the event of such delay, the date of delivery or time of completion will be extended by a period of time reasonably necessary to overcome the effect of any such delay.

- This agreement will terminate automatically at the completion of the agreed in the scope of works in appendix 1, unless the project has been extended, in writing, by the Client and agreed by Gallos.

If either party wishes to terminate the agreement earlier than the expected completion date then a minimum of 30 days’ notice, in writing, is expected,  including the intention to terminate the Agreement early, and the expected termination date, at which time the Agreement shall terminate.

Once terminated, regardless of the reason for termination, all monies owed at the date of termination will be invoiced and paid in the manner as outlined in this Agreement.

Upon termination neither party will offer engagement or employment to any designated employee of either party, without written consent, for a period of 12 months.

The Client may terminate this Agreement immediately where Gallos is insolvent and/or is in material breach of this Agreement and such breach is not remediable.

Upon termination neither party will directly or indirectly pursue any commercial opportunity which Gallos and the client were jointly contemplating, or actively pursuing, as a result of this engagement.

Termination of this Agreement, regardless of reason shall not affect any provisions that expressly or by implication survive termination.

If Customer’s acts or failure to act causes Contractor to delay or suspend performance of Services, Contractor and Customer will mutually agree to one of the following remedies:

1.    Contractor will use reasonable efforts to continue performance as practicable under the circumstances and Customer will continue to make all scheduled payments; or

2.    Contractor will re-assign personnel to extend Contractor’s work schedule without liability, and Customer will pay all additional costs, if any.

Notwithstanding the above, Contractor shall have the right to invoice Customer for any work performed to date of suspension.

Contractor and Customer acknowledge that during the course of the performance of a Project, information of a confidential nature may be disclosed between the parties. Such information, excluding the Deliverables and any other information incident to the Deliverables that a party could reasonably be expected to be provided to the other party as contemplated hereunder, shall be considered confidential information (“Confidential Information”).

Neither party has the right to disclose the Confidential Information of the other, in whole or in part, to any third party, and neither party will make use of the Confidential Information of the other for its own or a third party’s benefit or in any way use such Confidential Information other than for the purposes of performance of this Agreement without the prior written consent of the disclosing party. Each party agrees to take all steps reasonable to protect the other’s Confidential Information from unauthorized use and/or disclosure.

The parties agree not to copy in whole or in part, any Confidential Information nor modify the same in any way without prior written consent from the other party.

Neither party will be liable to the other for the disclosure of Confidential Information if, as shown by clear and convincing evidence, the Confidential Information: (a) is generally known to the public at the time of disclosure by the disclosing party; or (b) becomes generally known to the public through no fault of the receiving party; or (c) was lawfully in the possession of the receiving party prior to signing this Agreement; or (d) is subject to applicable United Kingdom laws or a valid court order requiring disclosure of such Confidential Information.

In any judicial proceeding, it will be presumed that the Confidential Information in question constitutes protectable trade secrets of the disclosing party, and the receiving party shall bear the burden of proving that the Confidential Information was publicly or rightfully known or disclosed.

Contractor may use Customer’s name or mark and identify Customer as a client of Contractor, on Contractor’s website and/or marketing materials. Contractor may issue a press release, containing Customer’s name, related to any award under this Agreement.

Neither party will use the other party’s name or marks, refer to or identify the other party for any other reason, except as established in this section, without such other party’s written approval. Any approval required under this Section shall not be unreasonably withheld or delayed by either party.

Gallos will provide the Scope  using experienced specialists, to ensure a high quality of service and when providing the Scope shall exercise all due care, skill and diligence.

Gallos may provide the Scope remotely or “on site” at a location of the Customers choosing, as agreed with the Customer.

During the Period of Engagement Gallos will inform the Company of any periods of unavailability that impact the delivery of the work identified in the Scope.

If Gallos are unable to deliver the agreed services due to last minute, unexpected changes, they will notify the customer as soon as reasonably practical.  Gallos shall only be entitled to additional fees where such last minute, unexpected changes are due to Customer default.

For the avoidance of doubt, “last minute” is defined as less than 1 full working day.

When on site, Gallos will act professionally and in line with the Customers policies and procedures, including health and safety policies.

Neither party is authorised to incur expenses of costs on behalf of the other without authorisation in writing from the other party.

Gallos shall comply with all applicable laws and regulations, including but not limited to, health & safety, bribery, data protection, GDPR, IP and discrimination.

​

Gallos and the customer will ensure that all data, whether data of an organisation or individual, will be gathered, handled and used in accordance with all UK Data Protection Laws.

UK Data Protection Laws  - means all applicable law relating to the processing, privacy, and/or use of Personal Data, as applicable to either party, or the Scope, including:

a.    the GDPR

b.    the Data Protection Act 2018

c.     any laws which implement or supplement these laws

d.    any laws that replace, extend, re-enact, consolidate or amend any of the above

1.    Insurances - Gallos will maintain reasonable and appropriate insurance cover at all times, including public liability insurance and professional indemnity insurance with a level of indemnity cover appropriate to the value of the Services and can provide to the Customer evidence (in the form of a broker’s letter) of such insurance cover.

2.    Discrimination - Gallos believe in treating all people professionally, kindly, with respect and dignity, and with helping to create cultures that do not tolerate harassment, bullying or any form of discrimination.

3.    Bribery - Gallos will comply with the Bribery Act 2010 by (without limitation) not offering, giving or accepting money, gifts, other benefits or bribes from or to any party.  Gallos will ensure it has in place adequate procedures to prevent bribery, including from or to our personnel, all associated, and any subcontractors, involved in carrying our work under this Agreement. It shall notify the Customer as soon as it becomes aware of a breach or possible breach of the Bribery Act 2010.           

4.    Modern Slavery - Gallos will comply with and will ensure that all its consultants comply with the provisions of the Modern Slavery Act 2015.

5.    Status - Gallos is not an agent of the Customer and it is agreed that the relationship between Gallos and the Customer will only be that of an independent contractor and not one of employment. The Customer and Gallos confirm that they are not entering into the engagement in reliance upon any oral or written representations made to them by or on behalf of the other. This Agreement contains the whole agreement between Gallos and the Customer. No person other than Gallos and the Customer shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This Agreement and any dispute or claim arising out of, or in connection with it, will be governed by the laws of England and Wales and the Courts of England and Wales will have exclusive jurisdiction to settle any disputes arising out of, or in connection with it.

6.    Audit - Where access, inspection or audit is legally required by an official Government regulator, Gallos will allow such inspection or audit at any time and there shall be no limit to the number of such inspections or audits that can be undertaken. Where such inspection is required due to an investigation of The Customer, Gallos will be reimbursed for any and all time spent assisting in such investigation, under the terms found within this agreement and at the standard “consultancy”  day rate at the time of the investigation.