Terms & Conditions

Payment terms:

1.1 Our fees shall be payable in [two] instalments. The first instalment of 50% is due upfront prior to the beginning of the project, with the second 50% due upon completion.

1.2 The Customer shall pay each invoice submitted by Di9ital:

(a) within 7 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by Di9ital.

1.3 All amounts due under these Terms and Conditions are exclusive of VAT, sales or other tax applicable which shall be paid in addition by the Customer at the rate and in the manner for the time being prescribed by law.

1.4 Time of payment is of the essence. Where sums due under these Terms and Conditions are not paid in full by the due date:

(a) Di9ital may, without limiting its other rights, charge interest on such sums at [3]% a year above the base rate of [bank] Bank from time to time in force, and

(b) interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

1.5 The Customer shall pay all amounts due under the Terms and Conditions in full without any set-off, counterclaim, deduction or withholding except as required by law.

Customer obligations:

1.6 The Customer acknowledges that Di9ital’s ability to provide the Services is dependent upon the full and timely co-operation of the Customer (which the Customer agrees to provide), as well as the accuracy and completeness of any information and data the Customer provides to Di9ital. Accordingly, the

(a) co-operate with Di9ital in all matters relating to the Services;

(b) provide Di9ital with access to, and use of, all information, data, documentation and materials reasonably required by Di9ital for the performance by Di9ital of its obligations under this agreement and in the required format;

(c) ensure that the information requested in [1.6] (b) is accurate in all material respects;

(d) obtain and maintain all necessary licenses, permissions, and consents which may be required for the Services before the date on which the Services are to start;

(e) comply with any required deadlines of Di9ital; and

(f) respond promptly from time to time to the reasonable requests of Di9ital for relevant information, instructions, and assistance, including reasonable access to and cooperation by the Customer’s personnel, to ensure the successful completion of the project.

1.7 If Di9ital’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) Di9ital shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Di9ital’s performance of any of its obligations;

(b) Di9ital shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Di9ital’s failure or delay to perform any of its obligations as set out in this clause [ ];

(c) the Customer shall reimburse Di9ital on written demand for any costs or losses sustained or incurred by Di9ital arising directly or indirectly from the Customer Default; and

(d) Di9ital may request an interim payment for the work undertaken to that point. The outstanding balance of the charges will still remain payable in accordance clause [ ] (the payment clause).

Term and Termination:

a) These Terms and Conditions shall commence on the [date] and shall (subject to earlier termination pursuant to this clause [ b ]) terminate automatically on completion of the project and payment of all outstanding sums.

b) Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(b.1) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(b.2) the other party becomes subject to an Insolvency Event; or

(b.3) the other is subject to an event of Force Majeure.

c) In addition to its rights under Clause [b], Di9ital may terminate the agreement at any time immediately on written notice to the Customer if the Customer has failed to pay any amount due under the agreement on the due date.

d) On termination of the agreement for any reason:

(d.1) the Customer will immediately pay all invoices of Di9ital then outstanding;

(d.2) Di9ital will, within 14 Business Days, invoice the Customer for all Services provided but not yet invoiced and the Customer will pay such invoice within a further 14 Business Days;

(d.3) the accrued rights and liabilities of the parties will not be affected;

(d.4) clauses which expressly or by implication are to survive termination will do so; and

(d.5) both parties shall promptly return all each party shall within seven days of such termination return (or, at the other party’s option, destroy) all the other party’s Confidential Information in its possession or under its control and all copies of such information

e) On expiry or termination of these Terms and Conditions, all provisions of Terms and Conditions shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

Insolvency Event means such events include but are not limited to a petition for winding-up presented, enters into administration, becomes insolvent or has ceased payment, passes a resolution for voluntary winding-up (other than for the purpose of a legitimate amalgamation or reconstruction), enters into an arrangement or composition with its creditors or has a receiver or manager appointed over all or any of its assets.

Force Majeure means an event or sequence of events beyond a party’s reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations hereunder, including without limitation war, revolution, terrorism, riot or civil commotion, or precautions against any such; strikes, lock outs or other industrial action, whether of the affected party’s own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; explosion, fire, corrosion, flood, natural disaster, or adverse weather conditions. Force Majeure does not include, without limitation, inability to pay, mechanical difficulties, shortage or increase of price of raw materials, over-commitment or market or other circumstances which may make the terms of this Agreement unattractive to a party;