1 DEFINITIONS
"Agreement" means these terms and conditions and the Proposal accepted in accordance with these terms and conditions;
"Assumptions" has the meaning given to that term in clause 4.2;
“Fees” means the fees set out in the Proposal;
“Customer” means the customer set out in the Proposal;
“Confidential Information" means secret or confidential commercial, financial, marketing, technical or other information, know-how, trade secrets and other information in any form or medium whether disclosed orally or in writing before, on or after the date of the Agreement, together with any reproductions of such information in any form or medium or any part(s) of this information (and "confidential" means that the information, either in its entirety or in the precise configuration or assembly of its components, is not publicly available);
“Deliverable” means any item(s) that Trango is to deliver as specified in the Proposal;
“Force Majeure” means any event outside the reasonable control of either party affecting its ability to perform any of its obligations (other than payment) under the Agreement including Act of God, fire, flood, lightning, war, revolution, act of terrorism, riot or civil commotion, strikes, lock-outs or other industrial action, failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services, failure of telecommunications (including the internet);
“Intellectual Property Rights” means all patents, design rights, trade marks, copyrights (including any such rights in computer software), moral rights, rights in databases and all other intellectual property rights of a similar nature in any part of the world and all applications and rights to apply for the protection of the foregoing;
"Trango" means Trango Limited (Company Number 05490754) whose registered office is at Spofforths, Donnington Park, Birdham Road, Chichester, West Sussex, UK, PO20 7AJ;
“Personnel” means the personnel employed or engaged by Trango to provide the Services;
"Proposal" means a written proposal by Trango to the Customer specifying the services, deliverables, Customer responsibilities and other matters in relation to a project requested or required by the Customer;
"Responsibilities" has the meaning given to that term in clause 4.1;
"Services" means the services as described in a Proposal;
“Third Party Products” means any Deliverable(s) (or parts thereof) which is provided or licensed by a third party.

2 CONTRACT
2.1 These terms and conditions apply to all Proposals submitted by Trango to the Customer.  No terms, conditions or warranties endorsed upon, delivered with, referred to or contained in any other documentation delivered or sent by the Customer will form part of the Agreement.
2.2 A Proposal shall only be accepted, and a binding contract to provide the Services shall only come into force, when the Customer signs the Proposal or Trango commences performance of the Services.
2.3 Unless express provision is made to the contrary in the Proposal, the following order of priority shall apply in the event of any conflict or inconsistency:
(a) the provisions of the Proposal; and
(b) these terms and conditions.

3 PROVISION OF SERVICES
3.1 Trango shall perform the Services in accordance with the Proposal and shall provide any Deliverables to the Customer in accordance with the Proposal.
3.2 Trango shall use its reasonable endeavours to meet any milestones specified in the Proposal but shall not be liable for any failure to achieve such milestones.
3.3 Each party shall:
(a) use its reasonable endeavours to identify and obtain all licences and consents necessary for the fulfilment of its obligations under the Proposal as set out in the Proposal; and
(b) review with the other party the progress of the Services at the intervals specified in the Proposal (or, in the absence of such intervals being specified, at regular intervals).

4 CUSTOMER RESPONSIBILITIES
4.1 The Customer shall:
(a) provide Trango (and its Personnel) with such information, co-operation, assistance, facilities and resources as it reasonably requires to enable it to perform the Services;
(b) give prompt attention to any matter raised by Trango relating to the Customer’s obligations and the performance of the Services; and
(c) comply with all laws and regulations applicable to the Customer’s business;
in addition to the Customer fulfilling each of its obligations as specified in the Proposal (collectively the "Responsibilities").
4.2 Trango’s ability to perform the Services may be dependent on the Customer fulfilling each of its Responsibilities and any assumptions identified in the Proposal ("Assumptions") being met.  To the extent that the Customer does not fulfil the Responsibilities or the Assumptions are not met (without prejudice to Trango’s other rights and remedies):
(a) Trango may charge the Customer for all Personnel, materials and other resources assigned to performing the Services even if they are not utilised;
(b) Trango may change any timetable for the performance of Services (but shall act reasonably in doing so);
(c) Trango may alter the Fees payable for the Services (and Trango shall notify the Customer of any proposed changes to the Fees prior to such changes being implemented); and
(d) Trango will be relieved of its obligations to the Customer to the extent that Trango is prevented from performing the Services by the Customer's failure to fulfil the Responsibilities or the Assumptions are not met.

5 PERSONNEL
5.1 Trango reserves the right to substitute new personnel for any of its Personnel from time to time and the Customer may request such a substitution provided that the Customer gives valid reasons for doing so. 
5.2 Each party shall ensure that its personnel comply with the other party’s reasonable rules, regulations and practices relating to security, health and safety when on the other party’s premises, provided they are notified in advance of them.
5.3 The Customer shall not during the period in which the Services are performed and for six (6) months thereafter, without Trango's prior written consent, solicit any of the Personnel.  The foregoing undertaking shall not apply in respect of any such personnel who (without having been previously approached directly or indirectly) respond to a general recruitment advertisement placed by (or on behalf of) the Customer.  If the Customer breaches this clause, then it shall pay to Trango an amount equivalent to such personnel’s annual salary (net of benefits) in recognition of the disruption that such breach would cause to the efficient conduct of Trango's business. 

6 FEES
6.1 The Customer will pay Trango the Fees. 
6.2 Unless stated otherwise in the Proposal, Trango will invoice the Fees quarterly in advance.  All invoices are payable within 30 days of their date.
6.3 Where the Fees are stated to be an estimate only, such estimate is non-binding and Trango will be paid for the Services on a time and materials basis at its then current rates.  Trango will give the Customer notice prior to exceeding any such estimate together with the reasons for such excess (which may include unforeseen factors impacting on resource requirements or where the Customer is unable to provide the necessary resources or information).
6.4 In addition to the Fees, the Customer shall reimburse Trango for all expenses incurred by the Personnel in accordance with the Proposal.
6.5 All sums payable hereunder are exclusive of VAT (or any other applicable tax or duty payable upon such sums) which shall be added (if appropriate) at the rate prevailing at law.
6.6 The Customer shall make all payments due without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.
6.7 If any sum due from the Customer to Trango under the Agreement is not paid within 14 days after the due date for payment, then without prejudice to any other right or remedy available to Trango, Trango may suspend its performance of the Services until arrangements as to payment or credit have been established which are satisfactory to Trango.

7 WARRANTY
7.1 Trango warrants that it will provide the Services with reasonable care and skill.
7.2 The terms of the Agreement shall apply in place of all warranties, conditions, terms, representations, statements, undertakings and obligations whether expressed or implied by statute, common law, custom, usage or otherwise, all of which are excluded to the fullest extent permitted by law.

8 INTELLECTUAL PROPERTY RIGHTS
8.1 Unless expressly stated to the contrary in any Proposal, all Intellectual Property Rights in all Deliverables or which are otherwise created in the course of the Services shall remain vested in Trango.  Subject to and conditional on payment of all Fees, Trango hereby grants to the Customer a royalty-free, perpetual, irrevocable and non-exclusive licence to use the Deliverables for its own internal purposes.
8.2 Nothing in clause 8.1 above shall operate to in any way vest or transfer ownership of any Intellectual Property Rights in any Third Party Products to the Customer.
8.3 Nothing in this Agreement shall prevent Trango from using techniques, ideas and know-how gained during the performance of the Services in the furtherance of its normal business (including for the benefit of its existing and future customers) provided such use does not relate to a disclosure of Confidential Information of the Customer.
8.4 Nothing in this Agreement shall operate to grant the Customer any type of licence to use, operate, copy, modify or adapt any of the software or materials owned by or licensed to Trango.

9 THIRD PARTY PRODUCTS
9.1 All Third Party Products shall be procured or provided by Trango subject to the terms and conditions imposed by the owner (or its authorised representative) of such Third Party Products and Trango shall provide such terms and conditions to the Customer in advance.

10 DATA PROTECTION
10.1 Each party shall comply with all applicable data protection and privacy laws and regulations including without limitation the provisions of the Data Protection Act 1998 (the "DPA") and not by any act or omission put the other party in breach of them in connection with this Agreement.
10.2 Where, in connection with this Agreement, a party (the "Processor") processes personal data (as defined in the DPA) on behalf of the other party, the Processor shall:
(a) implement appropriate technical and organisational measures to protect the personal data against accidental or unlawful processing; and
(b) provide full co-operation and assistance to the other party in allowing data subjects (as defined in the DPA) to have access to that data and/or to ensure that the data is deleted or correct if they are incorrect; and
(c) not process the data other than as instructed by the other party.

11 CONFIDENTIALITY
11.1 Each party shall keep and procure to be kept secret and confidential all Confidential Information belonging to the other party disclosed or obtained as a result of the relationship of the parties under this Agreement and shall not use nor disclose the same save for the purposes of the proper performance of this Agreement or with the prior written consent of the other party.  Where disclosure is made to any employee, consultant, or agent, it shall be done subject to obligations equivalent to those set out in this clause 11 and each party agrees to use all reasonable endeavours to procure that any such employee, consultant or agent complies with such obligations provided that each party shall continue to be responsible to the other party in respect of any disclosure or use of such Confidential Information by a person to whom disclosure is made.
11.2 The obligations of confidentiality in this clause 11 shall not extend to any matter which either party can show is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under this Agreement, was in its written records prior to the commencement date of this Agreement, was independently disclosed to it by a third party entitled to disclose the same or is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction, but only to the extent of such disclosure to that party and not otherwise.
11.3 Subject to the prior approval of the Customer (not to be unreasonably withheld), Trango may make public reference to the Customer’s selection of Trango and the nature of the services provided and may publicly refer to the solution implemented or to be implemented by Trango.

12 LIMITATION OF LIABILITY
12.1 Nothing in this Agreement shall in any way exclude or limit either party's liability for death or personal injury caused by the negligence of that party or that party's employees, agents or subcontractors or for fraudulent misrepresentation by that party or that party's employees, agents or subcontractors.
12.2 Trango shall not in any way be liable to the Customer for any loss or damage incurred as a result of Trango’s failure to provide the Services where such failure is due in any part to the Customer’s failure to fulfil the Responsibilities or the Assumptions are not met.
12.3 Trango shall not be liable to the Customer for loss of revenue, loss of profit, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill or reputation, loss of or corruption of data or for any indirect, special or consequential loss or damage suffered by the Customer (whether or not such losses or damage were foreseen, direct, foreseeable, known or otherwise).
12.4 Subject to clause 12.1, the total aggregate liability of Trango (whether in contract, tort (including negligence), breach of statutory duty, for wilful default or otherwise) arising out of or in connection with the Agreement or the performance of the Services shall in no event exceed the Fees payable under the Agreement.

13 SUBCONTRACTING AND ASSIGNMENT
13.1 Trango may sub-contract performance of any of the Services to any person, firm, corporation or organisation.  Trango shall remain responsible to the Customer for the performance of such Services by any such subcontractor.
13.2 The Customer shall not be entitled to assign, charge, subcontract or transfer the Agreement or any part of it without the prior written consent of Trango, such consent not to be unreasonably withheld or delayed. 

14 FORCE MAJEURE
14.1 Neither party shall be liable for delay or failure to perform its obligations (other than an obligation of payment) to the extent that such delay or failure results from an event of Force Majeure.  The party affected by an event of Force Majeure shall give the other party written notice as soon as reasonably possible containing details of the circumstances giving rise to such event.
14.2 If an event of Force Majeure continues for three successive months or more, either party may terminate the Agreement by written notice to the other party.

15 TERM AND TERMINATION
15.1 This Agreement shall come into full force and effect when the Proposal is accepted in accordance with clause 2.2 and, unless terminated earlier by either party in accordance with the provisions of this Agreement, shall continue until completion of the Services.
15.2 Trango may immediately terminate this Agreement by giving written notice to the Customer prior to completion of the Services where the Customer fails to perform any Responsibility which materially affects the performance of the Services, any Assumption is not met or Trango otherwise discovers any fact or circumstance which materially affects its ability to perform the Services. In such case, Trango shall be entitled to charge the Customer on a time and materials basis at its then current rates.
15.3 Either party may immediately terminate this Agreement by giving written notice to the other party if:
(a) the other party commits a material breach of any of its obligations under Agreement which is incapable of remedy;
(b) the other party fails to remedy a breach of its obligations under the Agreement which is capable of remedy after having been requested in writing to remedy or desist from such breach within a period of 14 days; or
(c) the other party is deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the other party calls a meeting for the purpose of passing a resolution to wind up its company, or such a resolution is passed or the other party presents or has presented a petition to wind up or present or have presented a petition to appoint an administrator or have an administrative receiver or receiver appointed to the whole or any part of the other party’s business, undertaking, property or assets.
15.4 The termination of the Agreement shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.  Any termination of the Agreement shall not affect the coming into force or the continuance in force of any clause which is expressly or by implication intended to come into or continue in force on or after such termination.

16 GENERAL
16.1 Nothing in the Agreement shall create, or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.
16.2 The waiver by either party of any breach of the Agreement shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
16.3 If at any time any one or more of the terms of this Agreement is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from the Agreement and the validity and/or enforceability of the remaining provisions shall not in any way be affected or impaired as a result of that omission.
16.4 The Agreement sets out the entire agreement and understanding between the Customer and Trango in connection with the provision of the Services and shall supersede and replace all documentation previously issued by either party relating to the provision of the Services.
16.5 No person who is not a party to this Agreement shall have any right to enforce this Agreement whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

17 LAW AND JURISDICTION
17.1 The Agreement shall be governed by English law.
17.2 The Agreement shall be subject to the exclusive jurisdiction of the English courts to which the parties irrevocably submit.