Bay Solutions Scotland will provide services as agreed in a Letter of Engagement / Estimate / eMail, so far as is reasonably practicable within any agreed timescale, and with all proper skill and care. As an independent professional, the Consultancy will not be subject to direction or control, and itself accepts the responsibility for the proper provision of Services. The Consultancy is responsible for maintaining reasonable continuity in personnel providing Services on its behalf, but reserves the right in its sole discretion to make changes from time to time; no additional charge will be made for any handover period, and the Consultancy remains responsible for Services performed by any individual on it’s behalf.
2. Copyright and Intellectual Property Rights
‘Deliverable’ means a work produced by Bay Solutions Scotland in the course of Services for delivery to the Client. Where pre-existing works are incorporated in any Deliverable, the Client has nonexclusive irrevocable world-wide royalty free licence to use modify and distribute such pre-existing works, but only as part of the Deliverable; all other rights in the pre-existing works are reserved. Subject thereto, all rights in any Deliverable pass to the Client upon payment of all fees due to Mark Robinson which relate to that Deliverable, and Mark Robinson will execute a formal assignment thereof on request by the Client.
3. Charges and Payment
3.1 Estimates are subject to change if based on incorrect information provided by the Client, or if any specified dependencies / facilities are not available on time, or if any equipment required to be provided by the Client fails to operate correctly (save where the engagement itself is for the repair thereof).
3.2 All sums due shall be invoiced and paid as specified in the Letter of Engagement / Estimate / eMail. The Client will pay the Consultancy’s invoices within 30 days. Unless otherwise specified, where payment is on a time and materials basis, the Consultancy may invoice monthly.
3.3 If any of the Consultancy’s invoices becomes overdue, the Consultancy may suspend provision of Services, and any agreed timescale will be automatically extended; Bay Solutions Scotland may also terminate an engagement at any time when any payment is more than 7 days overdue.
Bay Solutions Scotland is not liable for any loss or damage in excess of the higher of (a) £100,000, and (b) 125% of the total fees payable in respect of an engagement, except where it may not lawfully exclude or limit liability. Each party expressly excludes liability for consequential loss or damage, loss of profit, business, revenue, goodwill or anticipated savings. Any liability or remedy for innocent or negligent misrepresentation is expressly excluded. Neither party excludes or limits liability for death or personal injury.