Consultancy Terms and Conditions

1. General

1.1 Introduction

This document describes the terms and conditions under which The Clinical Information Consultancy Ltd provides services to its clients. These terms and conditions shall apply to all proposals made and contracts entered into by CIC Ltd unless they are explicitly varied within the proposal or contract. Variations to these terms and conditions will apply only to proposals or contracts within which the variation is specified. All terms and conditions not specifically referred to shall continue to apply to varied proposals and contracts.

1.2 Meaning of words used in this document

The interpretation of a number of words abbreviations or phrases is defined in this section. These interpretations shall apply throughout this document and any associated proposal or contract except where the context explicitly redefines or limits the meaning.

'CIC Ltd' refers to 'The Clinical Information Consultancy Limited', Registered in England number 2389080, Registered Office, 93 Wantage Road, Reading, Berkshire, RG30 2SN, UK.

'client' refers to an individual, organisation or grouping of individuals or organisations to whom a proposal is submitted by CIC Ltd or with whom CIC Ltd enters into any form of pre-contract negotiations or with whom CIC Ltd agrees a contract.

'assignment' refers to a task or group of tasks which CIC Ltd proposes to carry out, is carrying out or has already carried out on behalf of or in collaboration with the client.

'proposal' refers to a written document prepared and signed by CIC Ltd, proposing to carry out a specified assignment for a client.

'contract' refers to a formal contract made between CIC Ltd and a client in respect of the specified assignment and includes any schedules or duly authorised amendments to such a contract.

'agent' (of CIC Ltd) refers to any partner, employee, organisation or private individual contracted by CIC Ltd to perform work or take responsibility in relation to the proposal or contract between CIC Ltd and the client.

'agent' (of the client) refers to any director, partner, employee or private individual contracted by or responsible directly or indirectly to the client. Within this context CIC Ltd and its agents shall not be deemed to be 'agents of the client' except where an agent of CIC Ltd has an independent and direct contractual relationship with the client and is acting in pursuance of that relationship.

'third party' refers to an individual or organisation which is neither CIC Ltd nor the client in the context of the current proposal or contract. The term third party will exclude agents of CIC Ltd and of the client.

'intellectual property rights' refers to any right held by an individual or organisation which confers on them benefit in respect of a product, idea or design. This term therefore includes copyrights, trademarks, registered designs and patents as well as rights to ownership, use and licensing of such products, ideas or designg.

'delivered material' refers to software, documentation or other works provided to the client by CIC Ltd as part of a assignment.

'pre-existing material' refers to software, documentation or other works on which 'delivered material' is in some way dependent and which exists prior to the assignment.

2. Services and products provided

2.1 Unless otherwise stated fees charged are for quoted or actual time and expenses in relation to carrying out an assignment and not for the supply of goods.

2.2 Where a proposal or contract includes the provision of any goods to the client this will be stated explicitly. No proposal or contract shall be taken by implication to include the sale of any product by CIC Ltd to the client.

2.3 Any price quoted for the products of third parties included is subject to change in accord with the pricing policy of the third party.

3. Confidentiality

3.1 Neither the client nor CIC Ltd nor any agent of either shall communicate or cause to be revealed to a third party details of proposals, negotiation or contracts between CIC Ltd and the client without the written permission of the other party.

3.2 All work carried out by CIC Ltd for a client and all information passing between the client and CIC Ltd during an assignment will be treated by both parties and their agents in strict commercial confidence.

3.3 CIC Ltd may communicate with a recognised owner of existing intellectual property rights such information as may be required in compliance with sections 7.3 to 7.7 and this shall form an exception to sections 3.1 and 3.2.

3.4 Where an assignment results in access by either party to information obtained from a third party in accordance with a confidentiality agreement, CIC Ltd and the client and all agents of either party shall adhere to the terms of confidentiality agreements entered into by the other party.

4. Responsibility

4.1 All quotations, evaluations and recommendations provided to the client by CIC Ltd are prepared in good faith on the basis of information available to CIC Ltd at the time.

4.2 No statement made in any report or letter is to be deemed in any circumstances to be a representation, undertaking, warranty or contractual condition, unless confirmed as such in writing by a Director of CIC Ltd.

4.3 CIC Ltd will not be liable to the client for any direct, indirect or consequential loss of any nature including claims by agents of the client or claims by third parties.

4.4 The client and agents of the client shall provide CIC Ltd with necessary cooperation to allow the execution of the assignment without unreasonable delay. The required cooperation will include that defined implicitly or explicitly in the proposal or contract. CIC Ltd shall be granted reasonable access to the client's property and materials to enable completion of the assignment.

4.5 Throughout the assignment the client must maintain a reliable contact point for CIC Ltd. This contact point should usually be a named individual empowered by the client to provide prompt clarification, technical information and other advice required by CIC Ltd.

5. Change control

5.1 Changes in the specification of an assignment introduced by the client after the original proposal or contract may be subject to additional charges and revision of time-scales. Changes must be requested in writing and will only be implemented upon written agreement between the client and CIC Ltd in respect of the revised quotations of charges and time-scales.

5.2 Changes to the specification of an assignment may be suggested by CIC Ltd in writing to the client including any impact on costing and time-scales. Such changes will only be implemented upon the written agreement of the client.

5.3 If the action or inaction of a third party or other event beyond the control of CIC Ltd delays or prevents the completion of an assignment CIC Ltd will inform the client without delay noting any necessary changes in time-scales and charges. Subject to the provisions of section 8.2 such changes shall be accepted without prejudice to the remainder of the proposal or contract.

6. Software development

In the case of any software development performed by CIC Ltd, including the development of prototypes and modification of existing systems, the following additional provisions shall apply:

6.1. The functionality of the software to be delivered shall be as described in the contract, including specifications referenced by the contract. Any significant change to the specification requires formal acceptance by both parties. However, clarifications and refinements agreed in correspondence between the client and CIC Ltd, or stated in the conclusions of an interim report, shall be deemed to be accepted unless either CIC Ltd or the client indicates dissent within ten days.

6.2 The software delivered will only include source code where this is explicitly stated in the contract. Where delivery of source code is specified in the contract this will only include source code developed by CIC Ltd as part of the assignment.

6.3 On completion CIC Ltd will provide the client with a single electronic copy of the specified software and related documentation. Interim copies of software and development notes will be provided at pre-agreed stages in the development process. Requirements for additional interim deliverables may be subject to additional charge to cover creation and testing of interim installation packages.

6.4 Software provided will meet the accepted specification when used on specified hardware in conjunction with other specified software. CIC Ltd will not be responsible for problems relating to attempts to use supplied software on different hardware or with different software or with different versions of specified software.

6.5 CIC Ltd will seek to provide robust high quality software. However, the client is solely responsible for testing and confirming that supplied software meets their requirements as well as the legal and ethical obligations of their intended use. The liability of CIC Ltd is limited to provision of a corrected copy of the software in respect of defects notified in accordance with clause 6.6.

6.6 Faults in supplied software which are reported to CIC Ltd within four weeks from the date of supply will be corrected at no cost to the client provided that:

• The fault is reported to CIC Ltd by the client in writing.
• The report follows a standard specified by CIC Ltd and includes adequate information to allow the fault to be reproduced and investigated.
• The person who reported the fault is available to provide further information if required.
• The fault results in failure to meet functional specification agreed between CIC Ltd and the client.
• The fault is present when tested in the environment defined in the contract or specification.

6.7 Any other faults will, irrespective of causation, be the sole responsibility of the client. However upon request CIC Ltd will endeavour to resolve them at reasonable cost.

6.8 Continuing support of a modified product beyond the period of development will be provided only as specified within the proposal or contract.

7. Intellectual property rights

7.1 If CIC Ltd delivers software ('delivered material') to the client to fulfil a contracted assignment and parts of that software are dependent on pre-existing interfaces or software ('pre-existing material'), the relevant provisions in the 7.2, 7.3 and 7.4 shall apply depending on the ownership of the intellectual property rights of software in respect of the 'pre-existing material'.

7.2 If CIC Ltd owns the 'pre-existing material' described in 7.1, CIC Ltd will grant the client an Apache 2 licence covering both the 'delivered material' the specified 'pre-existing material'. You may obtain a copy of the Apache 2 Licence at http://www.apache.org/licenses/LICENSE-2.0.

7.3 If the client owns the 'pre-existing material' described in 7.1, those parts of the 'delivered material' that are dependent on this 'pre-existing material' will be excluded from the provisions of the Apache 2 license to the extent necessary to protect the client's pre-existing rights.

7.4 If a third party owns the 'pre-existing material' described in 7.1, those parts of the 'delivered material' that are dependent on this 'pre-existing material' will be excluded from the provisions of the Apache 2 licence to the extent necessary to protect the third parties pre-existing rights.

7.5 In the event that an assignment includes the use of the intellectual property of a third party, CIC Ltd will seek to satisfy all legitimate obligations placed upon such material by the third party. In doing so, CIC will identify and pass onto the client responsibility for satisfying any obligations applying to use of such material by the client. These client obligations may include

• Payment of license fees to the third party;
• Acceptance of standard licence conditions imposed by the third party.

7.6 Under no circumstances should any proposal or contract made by CIC Ltd be taken by implication to include the transfer to the client of intellectual property rights in relation to any existing, modified or extended product which prior to the modification or extension was the recognised intellectual property of any third party.

7.7 CIC Ltd will abide by the outcome of any negotiation between the client and a third party in respect of future rights to products developed during the assignment which include existing products whose rights are owned by the third party. CIC Ltd will not involve itself in these negotiations unless it has a direct interest in the existing intellectual property rights. Where the process or outcome of such negotiations delays an assignment CIC Ltd may make appropriate adjustments to quoted time-scales and costs.

8. Termination

8.1 Either party may terminate a contract by one calendar month's notice in writing. In this case, CIC Ltd will be entitled to payment in full for the fees estimated and expenses actually incurred prior to and during the period of notice. The client may direct CIC Ltd as to which of the outstanding parts of the assignment are to be carried out during the period of notice or the manner in which the assignment is to be wound up, provided that the time required does not exceed that allotted during that period.

8.2 In the event of a breach of this contract by either party or where increases in costing and/or time-scales made under the provisions of 6.3 exceed 10% of the original estimate the contract may be terminated by the other party without the usual period of notice. Where no period of notice is given the termination date will be the date on which the notice of termination is received. In this case CIC Ltd will be entitled to payment in full for all work already done and for all expenses incurred at the date of termination. CIC Ltd will hand over to the client all work completed at the date of termination.

8.3 In the event of a breach of contract by the client, CIC Ltd may choose at its absolute discretion to apply the provisions of section 5.3 and revise the time-scales and charges rather than terminating the contract.