3DNovations Terms and Conditions

HAO2.EU LTD GENERAL TERMS AND CONDITIONS

1. DEFINITIONS

In these General Terms and Conditions:

“the Client” means the organisation or company with whom the Contract is entered into;

“the Company” means Hao2.Eu Ltd;

“the Contract” means the contract between the Client and the Company consisting of the Purchase Order, Product Description, these Terms and Conditions and any other documents (or parts thereof) specified in the Purchase Order;

“Intellectual Property” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, 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 (including 3D/ digital assets), database rights, topography 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

“the Project” means the products or services or applications to be provided by the Company to the Client as specified in the Purchase Order;

“Product, Service or Application” means any item created, produced or designed by the Company and includes improvements / enhancements to existing applications or processes.  

“Product Description” means the full product or service specification ordered by the Client and as set out in relevant sections of the Company’s website and online marketplaces including the Government Digital Marketplace.

“the Purchase Order” means the document setting out the services to be provided by the Company to the Client listing any documents and the like to be provided by the Client to the Company such that the Company may perform the Project.  For Client organisations who do not use purchase orders an email with an order reference or other written confirmation from an authorised person setting out the value of the order will consistent the Purchase Order for the purposes of these Terms and Conditions.

2. GENERAL

1. These General Terms and Conditions govern the provision of all services from or on behalf of the Company to the Client and apply to all dealings between the Company and the Client.  

2. These General Terms and Conditions supersede any and all prior oral and written quotations, communications, agreements and understandings of the parties and shall apply in preference to and supersede any and all terms and conditions of any order placed by the Client and any other terms and conditions submitted by the Client. Failure of the Company to object to terms and conditions set by the Client shall in no event be construed as an acceptance of any terms and conditions of the Client. Neither the Company’s commencement of performance nor the Company’s delivery shall be deemed or constituted as acceptance of any of the Client’s terms and conditions. Any communication or conduct of the Client which confirms an agreement for the provision of services by the Company, as well as acceptance by the Client of any provision of services from the Company shall constitute an unqualified acceptance by the Client of these General Terms and Conditions.  

3. Where applicable the Product Description will be added as an annex to the General Terms and Conditions

4. By contracting on the basis of these General Terms and Conditions, the Client agrees to the applicability of such terms in respect of future agreements between itself and the Company, even if this is not expressly stated.

3. SERVICES PROVIDED

1. The Company shall complete the Project with reasonable skill, care and diligence in accordance with the Contract.

2. The Company shall provide the Client with such reports of its work on the Project at such intervals and in such form as the Client may and as set out in the project specification documents.

3. The Client has the right to notify the Company that it wishes to modify its requirements in relation to the Project. Such modifications shall not enter into effect until the parties have agreed on the consequences thereof such as to the Contract fee and the completion date of the Project.   Any such agreed modifications must be in writing.  

4. FEES AND BILLING ARRANGEMENTS

1. The Client shall pay to the Company fees at the rate specified in the Purchase Order. Unless otherwise stated in the Contract, the Company shall be entitled to be reimbursed by the Client for all traveling and lodging expenses reasonably and properly incurred by it in the performance of its duties hereunder subject to production of such evidence thereof as the Client may reasonably require.

2. Unless otherwise stated in the Contract, payment will be made within thirty 30 days of receipt of an invoice, submitted monthly in arrears, for work completed. Payment shall be into the bank account stated in the invoice.

3. Value Added Tax, where applicable, shall be shown separately on all invoices.

5. INTELLECTUAL PROPERTY

1. All Intellectual Property rights in the Products, Services or Applications offered and provided by the Company whether or not as part of a written specification shall remain at all times the property of the Company.

2. The Client shall acquire no Intellectual Property rights in the Products, Services or Applications except as expressly provided for in the Contract.

3. Transfer of any IP shall only be effective on final, full and complete payment for the work.

4. The IP in Hao2.eu Ltd applications, or enhancements to those applications, or scripts used by those applications on client web site/space, shall remain with the Company

5. The Company may grant a non-transferable licence for the Client to use its applications for use in relation to a specific project as set out in the Contract between the parties.

6. The Client may not reproduce, copy, duplicate, transmit, publish, display, distribute or sell any material from the Company websites, Opensim infrastructure or other Company literature without written consent of the Company. Any unauthorised use terminates any permission’s granted.

6. BRANDING

1. The Client agrees to allow the Company to place a small credit on products designed / created by the Company. This will usually take the form of a small logo or line of text placed towards the bottom of the page or end of a video.  Full details as to positioning and size of branding to be agreed between the parties at the project specification stage.  

2. The Client agrees to allow the Company to place

1. its logo and / or links to its website

2. images of the Project on its own website or marketing material for demonstration and / or publicity/ portfolio purposes.

7. INSURANCE

The Company confirms that it has comprehensive professional indemnity and public/product liability insurance cover to the value of £1,000,000 and £2,0000,0000 respectively.   

8. OBSERVANCE OF LEGAL REQUIREMENTS AND EQUAL OPPORTUNITIES

1. The Company shall carry out its obligations under the Contract in a manner that conforms to relevant legal requirements.

2. Without prejudice to the generality of Clause 8.1, in carrying out its obligations under the Contract the Company shall comply with relevant requirements contained in or having effect under current legislation relating to health, safety, safeguarding children and vulnerable adults and welfare at work

3. The Client acknowledges that the Company is committed to Equal Opportunities and Diversity and Safeguarding vulnerable people and that these themes underpin all work that it undertakes.  

9. SIGN OFF / APPROVAL OF WORK

1. The Client acknowledges that the success of the project is dependent on it engaging in the Company’s sign off / approval process.

2. The Company’s approval process is set out below:

1. The Client must identify authorising personnel (ideally 2 individuals) at project initiation stage

2. All approval / sign off must be in writing by email

3. For the avoidance of doubt the Company does not accept verbal approval / authorisation.  Telephone conversations which change the agreed Project must be confirmed in writing within 48hours of the discussion.

3. The Company shall not be held liable for delays in the agreed completion dates or other specifications of the project where the Client has failed to:

1. Sign off on project proposals

2. Approve the project at agreed stages in the delivery

3. Respond to requests from the Company for clarification, authorisation or approval

10. CONFIDENTIALITY

1. The Parties shall keep secret and not disclose and shall procure that their employees keep secret and not disclose any information of a confidential nature obtained by them during the performance of the Project. The foregoing shall not apply to information which (i) is or becomes part of the public domain without fault on the part of either Party; (ii) was already known by either Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (iii) is lawfully acquired from a third party on a non-confidential basis; or (iv) either Party is required to disclose pursuant to any law, lawful governmental, quasi-governmental or judicial order.

2. The provisions of this Clause 10.1 shall apply beyond the term of this Agreement.

11. WARRANTIES AND LIMITATION OF LIABILITY

1. The Company warrants that it has taken all reasonable steps to research and investigate the products it sells and only promotes products that it has tested within its own infrastructure

2. The Parties acknowledge that they are working with new, cutting edge technology and therefore, unless expressly stated in the Contract, the Company makes no warranties of any kind, express or implied in relation its products or services.

3. The liability of the Company in respect of any claims for loss, damage or expense is limited to the fee paid by the Client

12. SUB CONTRACTORS

1. The Company may involve third parties from its approved associates, availing of specific expertise, in the performance of the Project.  In these circumstances the Company shall have the Sub Contractor enter into confidentiality and other relevant obligations applicable under this Agreement. If requested by the Client, the Company shall identify these third parties, specifying in each case their specific expertise.  

2. The Company shall ensure that Sub Contractors have relevant professional indemnity insurance in place at the time of undertaking the Project.

13. TERM AND TERMINATION

1. Any times or dates set out in the Contract for provision or completion by the Company of the services under the Project are estimates. In no event shall the Company be liable for any delay in providing these services.  

2. The Company offers a number of Products and Services of varying terms.  The term for each Contract will be agreed by the Parties and specified in the Purchase Order.  

3. Either party may terminate the Contract by notice in writing in the event the other party:

1. is in default with respect to any material term or condition to be undertaken by it and such default continues unremedied for a period of thirty (30) days after written notice thereof by the aggrieved party to the defaulting party;

2. is affected by a Force Majeure which cannot be removed, overcome or abated within three (3) months; or

3. shall make any assignment for the benefit of creditors or shall file any petition in connection with, shall file a voluntary petition in bankruptcy, be adjudicated bankrupt or insolvent, if any receiver is appointed for its business or property, or if any trustee in bankruptcy or insolvency shall be appointed for that party.

14. TECHNICAL SUPPORT

The Company provides technical support for all products in the form set out in the Product Description. The Client should contact the Company to request prices for increased technical support services.

15. INDEPENDENCE

Nothing in the contract is intended to confer a contract of employment, agency or franchise agreement.  The Company is an independent business entity.

16. FORCE MAJEURE

1. Neither party shall be liable in any way for any damage, loss, cost or expense arising out of or in connection with any delay, restriction, interference or failure in performing any obligation towards the other party caused by any circumstance beyond its reasonable control.

2. Upon the occurrence of any such event, the party suffering thereby shall promptly inform the other party by written notice thereof specifying the cause of the event and how it will affect its performance.

17. GOVERNING LAW AND JURISDICTION

These Terms and Conditions and the Contract are governed by the laws of England and are subject to the exclusive jurisdiction of the English courts.

18. ENFORCEABILITY

In the event that any provisions of this Agreement shall be held by a court or other tribunal to be unenforceable, that portion shall be as construed as broadly as can be lawfully enforced to give effect as fully as possible to the parties’ intentions.

19. INDUSTRY ACCREDITATION

1. Hao2.eu Ltd is accredited by Intellect IT Trade Associate with the Business Professional Certificate.  

2. All company policies referred to in this document meet the requirements of the Business Professional Certification standards and are available on request as part of the contracting process.