Cebr’s Terms & Conditions

Invoicing & Payments

Payment must be made in Pound Sterling unless otherwise agreed between the parties in writing.

All invoices are payable in full within thirty (30) days of the date of invoice, unless agreed otherwise in writing.

All charges are exclusive of Value Added Tax (“VAT”) or other applicable taxes or charges arising out of or in connection with the services. Where applicable, VAT shall be chargeable in addition to the charges according to prevailing rate.

Limitation of Liability

The parties agree that they shall not be liable to the other for any loss of profits; loss of sales turnover; loss or damage to reputation; loss of contracts; loss of customers; wasted management or other staff time; indirect loss or damage; consequential loss or damage; or special loss or damage howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.

The entire liability of Cebr to the customer shall not exceed the aggregate payments received by Cebr in respect of the services provided to the customer as at the date of loss.

Third Party Liabilities

The customer shall indemnify, defend and hold harmless Cebr, and each of its directors, officers, employees and representatives from any and all properly incurred claims, taxes, penalties, interest, expenses, fees, damages, lawsuits or other liabilities including without limitation, reasonable legal fees relating to or arising out of the infringement by the Customer and any of its customers of third party patent, copyright or trade secret or trade mark rights to the extent caused through authorised use of services.

Cebr shall indemnify, defend and hold harmless the customer and its affiliates, and each of its directors, officers, employees and representatives from any and all claims relating to or arising out of the infringement by Cebr and/or its Affiliates of third party patent, copyright or trade secret or trade mark rights to the extent caused through authorised use of the services.

Force Majeure

Except for the payment obligations set out in this document neither party shall be liable to the other for any failure or delay in the performance of any of its obligations under if and to the extent that performance of such obligation is prevented or delayed due to an event beyond that party’s reasonable control including, but not limited to, an act of God, inclement weather, failure or shortage of power supplies, lightning or fire, explosion, subsidence, labour dispute, act of terrorism, (a “Force Majeure Event”); provided that (i) such Force Majeure Event is not caused by the negligence of the affected Party, and that (ii) the affected Party:

1. •     gives the other Party prompt notice that it is subject to a Force Majeure Event, and
   •     uses reasonable endeavours to promptly avoid, minimise and correct any consequent default in the performance of its obligations under the Agreement.

Confidentiality

Except as set out below each party will treat as confidential the information which relates to:

•    The other party, its business or its customers which is not already in the public domain and which the disclosing party has marked as confidential or proprietary or which the disclosing party has indicated as being of a confidential nature or which, due to its character or nature a reasonable person in a like position and in like circumstances would treat as confidentiality.

•    The provisions of the services; and

•    The negotiations relating to the services (“Confidential Information”).

The Parties will only disclose each other’s Confidential Information to their employees, directors, professional advisors, investors, potential investors, affiliates, agents, and sub-contractors as necessary for the proper performance of their respective obligations.

The parties may disclose Confidential Information belonging to the other only where:

•    The Confidential Information in question is already in the public domain through no fault of the recipient party; or

•    The Confidential Information must be disclosed by law, regulation, by order of court or other competent regulatory authority, or to a professional advisor provided that where possible reasonable written notice of such disclosure is given to the other party; or

•    The Confidential Information is in the possession or is known by the recipient Party prior to the date of this Agreement, to the extent that the recipient Party is not bound by any existing obligation or confidentiality in respect of such information.

In pursuance of that agreement, Cebr will password-protect the customer’s confidential information.

Cebr shall be allowed to use the customer’s name on Cebr’s client list and a brief summary of the services and projects undertaken on their behalf for general marketing and publicity purposes provided that Cebr shall keep confidential at all times detailed information relating to the services and projects undertaken on their behalf.

Intellectual Property Rights

The copyright and all other intellectual property rights of whatever nature in:

•    any input material (being data and other inputs supplied by the customer to Cebr) shall belong to the customer;

•    any final output material (being the agreed output of Cebr performing the service – such as Reports and PowerPoint  Presentations  and the like) shall on satisfaction in full of Cebr’s fees belong to the customer and Cebr;

•    any underlying output material (being the underlying modelling files, software codes, algorithms and the like used by Cebr to produce the final output material for the customer) shall belong to Cebr and the customer acknowledges Cebr’s rights to utilise the underlying output material for its own purposes.