Jenifer Swallow International Ltd (JSI)
Terms of Business
Our terms. The following are the terms on which JSI does business. No amendments to these terms shall be valid unless expressly agreed and signed by both parties. In the case of confusion with other terms, these terms shall take precedence.
Our Commitments
Standard. Services we provide to you (the Services) will be provided to a high standard, in a timely manner and in accordance with industry practice and applicable laws.
Policies. Your reasonable polices provided in advance in full, shall be accorded with. JSI will take into account your instructions, whilst we retain full authority regarding the provision of the Services.
Fees. Fees and expenses will be transparent.
Your Commitments
Input. You will provide such support, access and accurate information as and when may be needed, to enable JSI to meet its commitments to you.
Payment. Invoices for fees and reasonable expenses will be promptly paid within 7 days of receipt, plus VAT where applicable, and full payment may be required up front. Late payment will result in suspension of the Services and interest becoming payable by you at 8%.
Arrangements
Scope. We will agree the Services scope and work products by email or in a statement of work. That scope and these terms are the entire agreement between us, superseding all others.
Term. Our arrangement shall continue as agreed between us or until terminated by either of us on written notice. Fees shall be payable in full for all work undertaken before early termination.
Business relationship. Our relationship is of independent businesses contracting and is in no way an employment, agency or joint venture arrangement. No other person shall have any rights under the agreement between us.
Publicity. We may each reference publicly our working relationship (without project details) and use the other’s logo accordingly.
Liability. JSI’s maximum total liability in connection with our agreement shall be £5,000.
Disputes. If we have a dispute, we will seek to resolve it by good faith discussion and mediation. Neither of us will be entitled to damages for indirect loss, such as loss of profit or reputation. The applicable law and jurisdiction are those of England.
Materials and Data
Intellectual property. The ownership of each of our pre-existing intellectual property rights remains unchanged by our agreement. We each grant a licence to the other to use such of those rights as needed in relation to our agreement. Intellectual property rights arising in the provision of the Services belong to JSI and you are granted a perpetual, royalty free licence to use those rights as needed within your business, to have the benefit of the Services. Ownership of agreed work products will be transferred to you, with JSI retaining ownership of know-how and pre-existing intellectual property rights represented in such work products. We each warrant that materials provided, and intellectual property rights licensed under this Agreement do not infringe the intellectual property rights of any other person.
Confidential and personal information. We will each keep confidential information and personal data secure, treat it with the utmost respect in compliance with laws and (where applicable) the other’s reasonable instructions, and not onward disclose it to third parties, unless to professional advisors or as required by law or reporting. Any unauthorised access or breach shall be notified to the other in writing. Relevant materials shall be deleted or returned on termination.
Company number: 12187785
VAT registration: 332 2739 17
Registered address: 5 St John’s Lane, London EC1M4BH