terms and conditions.

terms and conditions - racksys.

1. definitions

• "Client" means any individual or entity that engages raksys. for services.

• "Consultant" means any employee, contractor, or agent of raksys. providing services to the Client.

• "Services" means the IT consultancy services provided by raksys. as described in the Service Agreement or Proposal.

• "Service Agreement" or "Proposal" means the written agreement between raksys. and the Client, outlining the scope of Services, fees, and other relevant terms.

• "Intellectual Property" means all patents, trademarks, copyrights, design rights, and other intellectual property rights.

• "Confidential Information" means any information disclosed by one party to the other that is marked as confidential or should reasonably be considered confidential.1

2. scope of services

• raksys. will provide the Services as described in the Service Agreement or Proposal.

• Any changes to the scope of Services must be agreed upon in writing by both parties.

• raksys. will use reasonable skill and care in providing the Services.

3. client obligations

• The Client will provide raksys. with all necessary information and cooperation to enable the provision of the Services.

• The Client will ensure that all information provided is accurate and complete.

• The Client will be responsible for obtaining any necessary consents or approvals.

• The client is responsible for backing up all data before any work is carried out, unless backing up data is specifically part of the service agreement.

4. fees and payment

• The Client will pay raksys. the fees as specified in the Service Agreement or Proposal.

• Payment terms will be as stated in the Service Agreement or Proposal.

• Late payments may be subject to late payment fees.

• All prices quoted are excluding VAT, unless otherwise specified.

• raksys. reserves the right to suspend services if payments are not received on time.

5. intellectual property

• Any Intellectual Property created by raksys. as part of the Services will remain the property of raksys., unless otherwise agreed in writing.

• The Client will be granted a non-exclusive, non-transferable license to use any Intellectual Property created for the specific purpose of the Services.

• Any client provided intellectual property remains the property of the client.

6. confidentiality

• Both parties will keep all Confidential Information confidential and will not disclose it to any third party without the other party's consent.

• This obligation will survive the termination of the Service Agreement.

• This clause will not apply to information that is already publicly known.

7. limitation of liability

• raksys.'s liability for any loss or damage arising from the provision of the Services will be limited to the fees paid by the Client.

• raksys. will not be liable for any indirect or consequential loss, including loss of profits, data, or business.

• Nothing within these terms and conditions will limit liability for death or personal injury caused by negligence.

• raksys. will not be liable for any losses caused by third party software or hardware.

8. termination

• Either party may terminate the Service Agreement by giving [Specify Notice Period] written notice.

• raksys. may terminate the Service Agreement immediately if the Client breaches any of its obligations.

• Upon termination the client will pay for all services rendered to that point.

9. force majeure

• Neither party will be liable for any delay or failure to perform its obligations due to circumstances beyond its reasonable control, such as2 acts of God, war, or natural disasters.

10. governing law and jurisdiction

• This Agreement will be governed by and construed in accordance with the laws of England and Wales.

• Any3 disputes arising from this Agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.4

11. entire agreement

• This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.5

12. amendments

• Any amendments to this Agreement must be in writing and signed by both parties.

13. data protection

• Both parties agree to comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

• raksys. will process any personal data provided by the Client in accordance with its Privacy Policy.

14. severability

• If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force6 and effect.