Conditions of Contract
Unless otherwise agreed, these are our conditions of contract.
(R&IS Ref: 17741/67, last updated 16/10/2025)
1. Definitions: In this Contract, the following words shall have the following meanings:
The Definitions the Commencement Date, the Completion Date, and the Price shall have the meanings set out in the Proposal above.
“Background IP” shall mean all technical know-how and information known to either Party, together with all IPR owned by, or licensed to the Parties at the start date of the Services which is not Foreground IP.
“Client” shall mean the organisation specified in this Proposal.
“Deliverable(s)” shall mean those deliverables as specified in the Proposal.
“Foreground IP” shall mean all information, know-how, results, designs, inventions and other matter capable of being the subject of IPR which is conceived, first reduced to practice or writing or developed by the University during the Services and in whole or in substantial part for the generation of the Deliverables.
“Intellectual Property Rights (IPR)” shall mean patents, applications for patents and patentable know-how, trademarks or trading names (whether or not registered or registrable), designs (registered or registrable and including applications for registered designs), copyright (including rights in computer software and any sui generis rights), topography rights and other rights in semi-conductor chips, rights in inventions, the right to claim damages for past infringements of the same and all rights having equivalent or similar effect wherever situated.
“Parties” shall mean the Client and the University.
“Purchase Order” shall mean the Client’s order for the ISVR Consultancy Services as set out in this Proposal.
“Services” shall be as detailed in the proposal and in any supporting documents referred to therein.
“Unit” shall mean the ISVR Consultancy Unit
“University” shall mean The University of Southampton, University Road, Highfield, Southampton, SO17 1BJ, United Kingdom and represented in this contract by the ISVR Consultancy Unit.
2. The Contract for Services
a) The conditions set out herein shall, together with the Proposal above, constitute the entire terms of the Contract between the University and the Client. Any other terms and conditions whether contained in Client’s purchase order or other documentation that purport to impose terms on the Services shall have no effect
b) No variation or amendments to these Terms and Conditions shall be valid unless agreed to in writing by the Parties as a specific variation of amendment agreement.
c) Before carrying out any alterations or additions to The Contract, The Unit shall advise The Client in writing of the estimated price and effect on the programme and completion date. The Client shall then have an opportunity to consider the said estimated price and effect and if acceptable will provide written authority within 30 days of the written notification to The Unit for any alterations or additions to The Contract.
d) Services undertaken by the Unit may be wholly or partly suspended and the time of such suspension may be added to the agreed delivery of Services in the event of overdue payments, stoppage, delay or interruption of Services during the delivery of Services as a result of strikes, other industrial disputes, breakdowns, accident, sickness, failure by The Client to give adequate instructions or approvals, or any cause whatsoever beyond the control of The Unit. The Client shall pay all accounts in full and shall not exercise any rights of set-off or counterclaims against invoices submitted.
3. Price, Invoicing and Payment
a) The Client will pay the full price for the conduct of the Services as set out in the proposal. Where the Services are delayed through no fault of the University for more than 3 months then the Unit shall be entitled to submit an invoice for all Services done up to that date, and such invoice shall be payable within 30 days of the invoice date. Likewise, in the case of projects terminated by either party after full discussion with the other party, The Client is responsible for paying in full within 30 days of the termination all payments due up to the date of termination.
b) In the case of projects which extend beyond 3 months from the date of commencement, progress payments at monthly intervals may be required at the discretion of The Unit. For certain projects where major test facilities are required a sum of 50% of the facility use may be payable in advance and will be non returnable in the event of cancellation by the Client.
c) All sums due are exclusive of Value Added Tax, import/export duties and any other tax, which, where applicable shall be paid by the Client in addition to the price.
d) The Unit reserves the right to vary The Price on the happening of any of the following:
i. Any increase in costs arising after submission of the Proposal and during the period of The Contract due to factors outside The Unit’s control including without prejudice to the generality of the foregoing; changes in taxation affecting the services, purchase of additional equipment, bought out material and consumables.
ii. Any variation in, delay, interruption or suspension of Services due to instructions from or lack of information or decision on the part of The Client or any additional Services caused by alterations in The Client’s instructions.
e) Where any payment due has not been received by The Unit 30 days after the date of an invoice, The Unit shall (without prejudice to its other rights howsoever arising) be entitled to charge interest on the amount outstanding from the date of the invoice at a rate per annum equal to 2% above Lloyds Bank PLC base rate for the time being in force.
4. Ownership of Deliverables and IP
a) Subject to clause 4c any Deliverables generated will be owned by the Client. The University will pass, free of charge, such Foreground IP intrinsic to the Deliverables and necessary for affecting the Client’s ownership in the Deliverable.
b) Any existing Background IP which belongs to the University and is used in the Services will remain the property of the University and the University will grant a non-exclusive licence to such Background IP on fair and reasonable terms where Background IP is necessary for use of the Deliverables. Any Services and all IPR in such Services undertaken, by employees or consultants of the University solely in the course of their duties as employees or consultants of the University, including research, will belong to the University.
c) Ownership of any Deliverables or relevant Foreground IP and the right to negotiate a licence to Background IP shall not pass to the Client until full payment of the price for the Services has been received by the University from the Client, and the Client will not have the right to use, dispose of or in any way deal with such Deliverables or Foreground IP until such time as payment has been made and title in the same passed to the Client.
5. Equipment, Materials and Substances
a) The Client will provide the University with all such information and materials as are necessary for the University to carry out the Services and the Client warrants that all information provided by it or on its behalf to the University will be accurate. The Client further warrants that it will give the University written notice of any hazards, known or suspected by the Client, which might potentially arise in the use of such materials. Before supplying any materials or substances to the University for the purposes of the Services the Client shall inform the University of any special legislation, regulations or statutory restrictions that apply to the same.
b) All models or experimental equipment used by the University during the course of the Services shall remain the property of the University unless otherwise agreed between the Parties in writing or supplied by the Client for the purposes of the University undertaking the Services. Although all reasonable precautions will be taken, any equipment supplied to the University by the Client will be held at the risk of the Client, and the University will not be liable for any loss, damage, destruction or disclosure of the same.
c) The Client acknowledges that any materials or substances supplied by it to the University may be altered, damaged, rendered useless and/or destroyed as a result of the University undertaking the Services and the University shall therefore not be liable for any loss, damage or destruction of the same. After completion of the Services the University shall be entitled to destroy or dispose of any materials or substance supplied by the Client without further reference to the Client unless otherwise agreed in writing prior to commencement of the Services.
6. Warranties, Liabilities and Indemnities
a) The University will be responsible for ensuring the Deliverables meet the specifications included in the Proposal and will carry out the Services with the due care and skill commensurate with Services of this nature and quality standards set out in the Proposal, but the University does not warrant that the Deliverables are fit for any particular purpose and shall not be liable for any loss or damage caused by failure in the performance of the Deliverables save to the extent that such loss or damage was caused by the negligence of the University.
b) Except in the case of personal injury (including death) caused by the negligent or wilful act or omission of either party or their servants or agents, the aggregate liability to the other party will not exceed twice the total amount payable by the Client to the University under this Contract. The liability of either party for any breach of this Contract will not extend to any indirect, incidental or consequential damages or losses including (without limitation) loss of profits. The University accepts no responsibility for use of or reliance on information, reports, materials or equipment arising from the Services, or for advice or information given in connection with them, either by the Client or by any third party who has obtained any of the said information, materials or equipment directly or indirectly from the Client.
7. Confidentiality
a) Any drawings, models, samples, or other matter submitted by one Party (“the Disclosing Party”) to the other Party (the Receiving Party”) with the Proposal are confidential and must not be copied or transmitted to any third party or used for any purpose other than carrying out the Services. The drawings, models, samples and other matter and any copies thereof shall remain the property of the Disclosing Party and the Receiving Party must return promptly the same together with any tangible copies (including any electronic or digital copies) to the Disclosing Party upon the Disclosing Party’s written request.
b) Any information relating to either Party’s operations shall be regarded as confidential and will not, without the prior written consent of the Disclosing Party, be used (except in connection with the Services) communicated or disclosed by the Receiving Party. This restriction does not apply to information which: is or at the time of communication or disclosure was already in the public domain when it was provided by the Disclosing Party; subsequently enters the public domain through no fault of the University; is received from a third party who has the right to provide it to the receiving party without imposing obligations of confidentiality; or is required to be disclosed by law, by an order of any court of competent jurisdiction or governmental authority.
c) Details of Background and Foreground IP in the Deliverables will not be used, communicated, disclosed or published by the University except by mutual consent of the parties.
8. Termination
The Client or The Unit may terminate the contract by giving three months written notice by recorded or registered post to the other party where it considers termination justified on the grounds that no further purpose would be served by continuing the Services. Notwithstanding either Party’s rights that may exist in law to terminate or treat as terminated this Contract, either Party may terminate this Contract forthwith by written notice given to the other Party if the other Party is either (i) a company, and the company passes a resolution or the court makes an order that it should be wound up or that an administrator be appointed, or makes a composition or an arrangement with its creditors, or if a receiver or manager or administrator on behalf of a creditor is appointed, or if circumstances arise which entitle the court or a creditor to appoint a receiver, manager or administrator or which entitle the court to make a winding up order; or (ii) is an individual or a partnership which at any time becomes bankrupt, or has a receiving order made against him or her or makes any composition or arrangement with or for the benefit of his or her creditors, or purports to do so.
9. Governing Law
This Contract shall be governed by the Laws of England and the parties agree to submit to the exclusive jurisdiction of the English Courts, save where the Parties agree to resolve any dispute by arbitration, mediation or other similar means.
10. Force Majeure
Neither Party shall be liable to the other for any breach of this Contract caused directly or indirectly by anything outside its reasonable control including (without limitation to the generality of the foregoing) war, hostilities, government action, breakdown, delay in transportation, any form of labor dispute, pandemic or epidemic, fire, flood or act of God.
11. Invalidity
The invalidity or unenforceability for any reason or any term or condition, sub-clause or paragraph of this Contract or any part hereof shall not prejudice or affect the validity or enforceability of the remainder.