NOMAD ROBIN

TERMS & CONDITIONS

All of the services provided by Nomad Robin (“the Services”) to you, the Customer, are subject to the following standard terms and conditions (“Conditions”).

These Conditions and the Schedules attached to them supersede all previous representations, understandings, or agreements unless otherwise confirmed in writing by us.

Interpretation – what does all the jargon mean?

1.1 The definitions and rules of interpretation in this clause apply in these Conditions and all definitions contained in the schedules and the Particulars.

**Costs on Account:** Costs paid on account prior to our commencing work for you.

**Deliverables:** all Documents, products, and materials developed by us or our agents, subcontractors, consultants, and employees in relation to a Proposal or the Services in any form, including computer programs, data, reports, and specifications (including drafts) the deliverables specified in the Proposal. For the avoidance of doubt, this does not include ad-hoc reports that we are only required to provide to you on request but may provide to you in any event during the term of the contract.

**Document:** includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture, or other image, tape, disk, or other device or record embodying information in any form.

**Intellectual Property Rights (“IPR”):** all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, chip topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

**Materials:** all Documents, information, and materials provided by you relating to the Services, including computer programs, data, reports, and specifications or the in-put materials specified in the Proposal.

**Our Equipment:** any equipment, including tools, systems, cabling or facilities, provided by us or our subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between us under which title passes to you.

**Particulars:** the Particulars to this Agreement contained on page 1.

**Pre-existing Materials:** all Documents, information, and materials provided by us relating to the Services which existed before the commencement of these Conditions, including computer programs, data, reports, and specifications or the pre-existing materials specified in the Proposal.

**Project:** a project as described in the Proposal.

**Project Milestones:** a date by which a part of the Proposal is estimated to be completed, as set out in the Proposal.

**Proposal:** the detailed plan, confirmed in an email by us, setting out the specific services and estimated timetable (including Project Milestones) and responsibilities for the provision of the Services agreed in accordance with clause 3.

**Schedules:** the schedules to these Conditions which are fully incorporated into these Conditions.

**Services:** the specific services to be provided by us as set out in a Proposal, together with any other services which we provide or agree to provide to you in accordance with the Schedules.

**VAT:** value-added tax chargeable under English law for the time being and any similar additional tax.

**Your Equipment:** any equipment, systems, or facilities provided by you and used directly or indirectly in the supply of the Services.

*Clause, schedule, and paragraph headings shall not affect the interpretation of these Conditions. The schedules form part of these Conditions and shall have effect as if set out in full in the body of these Conditions. Any reference to these Conditions includes the schedules.
A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. A reference to writing or written includes e-mail. Any obligation in these Conditions on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

2. Agreement Start and Duration

2.1 We shall provide the Services to you from the date specified in the Proposal until the expiry of the Term.

2.2 The Services supplied under these conditions shall continue to be supplied until the Project is completed in accordance with the Proposal, and, after that, if a continuing service is being provided, it shall continue to be supplied unless the Contract between us is terminated. Nomad Robin reserves the right to terminate the Contract by providing you not less than 14 days’ notice, and you may terminate by giving Nomad Robin one month’s notice from the anniversary of the date specified in the Proposal.

2.3 Once you have accepted the Proposal in writing, we shall confirm that we are prepared to undertake your instructions, from which point the contract is formed between us.

2.4 In accordance with clause 7.8, if you have provided us with payment details, we shall take payment automatically when payment becomes due for either a single payment or on the anniversary of a rolling contract unless notice is given in accordance with clause 2.2.

3. The Proposal

3.1 The Project shall be agreed in the following manner:

(a) Where appropriate, you shall provide Nomad Robin with a request for a Proposal, setting out the requirements and specifications of the services which you are requesting, including a description of the work to be done, dates for each stage of the work, any test criteria, Deliverables, Materials, and such other information as Nomad Robin may request to prepare a draft Proposal.

(b) Nomad Robin shall, as soon as reasonably practicable, provide you with a draft Proposal.

(c) There shall be no changes made to the Proposal without Nomad Robin’s express written consent.

3.2 Once the Proposal has been agreed, no amendments shall be made to it except in accordance with clause 6 and clause 14.

4. Our Service Commitment

4.1 Nomad Robin shall use reasonable endeavors to manage and complete the Services and deliver the Deliverables to you in accordance with the Proposal in all material respects.

4.2 Nomad Robin shall use reasonable endeavors to meet any performance dates specified in the Proposal, as agreed in writing, but any such dates shall be estimates only, and time for performance by Nomad Robin shall not be of the essence of these Conditions.

4.3 Acceptance of the Deliverables shall be deemed to have taken place when you use any part of the Deliverables for any purpose.

4.4 Some of the Services provided by Nomad Robin to you are hosted on platforms or websites owned by third parties. Nomad Robin does not provide any guarantees that the Services will be available at all times and may be subject to downtime. Nomad Robin shall not be liable to you for any damages you may suffer (whether direct or indirect) as a result of any such downtime or interruption to the Services.

4.5 If Nomad Robin is providing Services to you hosted on third-party servers, our Services to you are merely to provide content, and we have no responsibility or liability for the hosting of the content.

4.6 In the event that the third-party hosting services are interrupted, Nomad Robin will use reasonable endeavors to restore the hosting services and may migrate the content hosted on the third-party server to another third-party hosting provider. In such cases, charges may apply, and you will be responsible for paying these charges. Nomad Robin will attempt to agree on any such charges with you in advance, where possible.

4.7 Nomad Robin does not guarantee that any of the Services will be virus or error-free or uninterrupted.

5. Your Responsibilities

5.1 You shall:

  • Co-operate with Nomad Robin in all matters relating to the Services and appoint an authorized person to act as a point of contact in relation to the Services, who shall have the authority contractually to bind you on matters