Invoicing and payment:

Jelli Group will invoice the Client as set out in the Proposal for Consultancy Services. Payment terms are fourteen days from receipt of the invoice.  

Term and Termination:

This Agreement will commence on the Effective Date and will continue in effect for the Term stated in the proposal.

Jelli Group and the Client may terminate this Agreement if the other party breaches a material provision of this Agreement and fails to cure such breach within 30 days of receipt of written notice of breach.

In the event of termination of this Agreement for any reason, the Client will be obliged to pay Jelli group for services performed as of the termination date.

Confidentiality

The parties acknowledge that each party may obtain Confidential Information as a result of, and related to, the Agreement.  The receiving party shall (a) keep in trust and confidence all such Confidential Information, (b) not use such Confidential Information other than as expressly authorized by the disclosing party under the Agreement.  The receiving party shall not disclose any such Confidential Information to third parties without the disclosing party’s written consent.

  1. Notwithstanding the above, Jelli Group is authorised to disclose the Client’s Confidential Information to consultants or employees who have a legitimate business need to have access to such information.
  2. Upon termination or expiration of the Services (for any reason and at any time), the receiving party shall, if requested, immediately return to the disclosing party or destroy all Confidential Information (including all copies) in the receiving party’s possession, custody, or control, provided that the receiving party may keep archival copies for regulatory purposes and to enforce its rights and subject to the obligations of confidentiality herein.
  3. The obligations of confidentiality do not apply to information that: (i) has entered the public domain, except where such entry is the result of the receiving party’s breach of the Agreement; (ii) was already rightfully in the receiving party’s possession prior to the disclosure hereunder; or (iii) is obtained by the receiving party on a non-confidential basis from a third party who has the right to disclose such information to the receiving party.
  4. The receiving party will be authorized to disclose Confidential Information pursuant to a valid order issued by a court, government agency or relevant regulatory authority (including a stock exchange), provided that the receiving party, if reasonably practicable, provides: (i) prior written notice to the disclosing party of such obligation, and (ii) the opportunity to oppose such disclosure.

Force Majeure

Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including without limitation acts of God, earthquake, labour disputes, industry wide shortages of supplies, actions of governmental entities, riots, war, terrorism, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control.  The obligations and rights of the defaulting party will be extended for a period of time equal to the period of time during which such event prevented that party’s performance.

Applicable Law and Jurisdiction

The validity, interpretation, and performance of the services under the Agreement shall be controlled by and construed under the laws of England and Wales.

Ownership and Licensing

The Client shall own all right, title and interest in the Consultant Work Product.

The Client will have the exclusive right to apply for or register any patents, mask work rights, copyrights, and such other proprietary rights protections with respect to the Consultant Work Product. Jelli Group will execute such documents, render such assistance, and take such other actions as the Client may reasonably request, at the Client’s expense, to apply for, register, perfect, confirm and protect the Client’s rights in the Consultant Work Product.

Any assignment of copyrights hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known or referred to as “moral rights” (“Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law and to the extent allowed by law, Jelli Group hereby waives all Moral Rights and consents to any action of the Client that would violate such Moral Rights in the absence of such consent. To the extent such Moral Rights cannot be assigned or waived under applicable law, Jelli Group unconditionally and irrevocably grants to the Client an exclusive, irrevocable, perpetual, worldwide, fully-paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to reproduce, create derivative works of, distribute, publicly and digitally perform, and publicly and digitally display by all means now known or later developed, such Moral Rights.

LIMITATION OF LIABILITY

The liability of each party in respect of any claim (or any series of claims arising in respect of the same subject matter) shall not exceed the amount of the money paid to Jelli Group in the twelve month period giving rise to such liability.

DAMAGES WAIVER

In no event shall either party be liable for any special, incidental, indirect, punitive or consequential damages, lost profits, or lost data, whether arising in contract or tort (including negligence) or otherwise.

INSURANCE

Jelli Group will at all times during the term have in place a standard insurance policy covering professional indemnity and public and products liability up to a maximum of £1,000,000.

Glossary

Agreement means this agreement and any exhibits or amendments.

Confidential Information means any confidential information or materials relating to the business, products, Clients or employees of the disclosing party and includes, without limitation, trade secrets, know-how, inventions, techniques, processes, programs, schematics, software source documents, data, Client lists, financial information, pricing, product development, sales and marketing plans or information that the receiving party knows or has reason to know is confidential, proprietary or trade secret information obtained by Receiving Party from the Disclosing Party or at the request or direction of the Disclosing Party in the course of performing the Services: (i) that have been marked as confidential; (ii) whose confidential nature has been made known by the Disclosing Party to the Receiving Party; or (iii) that due to their character and nature, a reasonable person under like circumstances would treat as confidential.

Client Confidential Information means any Confidential Information of Client that the Jelli group or Client provides to the other party in order to propose or perform work in accordance with this Agreement which the relevant party knows or has reason to know is confidential, including any information so designated in the course of the provision of the services.

Disclosing Party means the party disclosing Confidential Information to the other party.

Effective Date means the date upon which the Agreement is fully executed.

Force Majeure Event means fire, flood, earthquake or similar elements of nature, or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions in the applicable location.

Intellectual Property Rights means all current and future worldwide rights of the following types: patents and other patent rights, utility models, copyrights, mask work rights, trade secrets, and all other intellectual property rights and the related documentation or other tangible expression thereof.

Receiving Party means the party receiving Confidential Information.

 Work Product means:

(a) the Deliverables;

(b) any and all technology, items and information generated or created by or resulting from the activities of the Consultant under this Agreement; and

(c) any derivatives, improvements and modifications of the foregoing, in each case whether in tangible or intangible form, and all Intellectual Property Rights therein.

Work Product excludes pre-existing Consultant Work Product.