TERMS & CONDITIONS OF BUSINESS

Sclr Labs further defined as ‘Sclr’ is a trading name for Open Solutions Global Limited

1. Interpretation
   The following definitions and rules of interpretation apply in these Conditions.

1.1.Definitions:
Business Day: a day other than a Saturday, Sunday or a public holiday in England (incl. Bank Holiday), when banks in London are open for business.
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5 (Charges and payment).
Client: the person or firm who purchases Services from Sclr.
Commencement Date: has the meaning given in clause 2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.
Contract: the contract between Sclr and the Client for the supply of Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer Default: has the meaning set out in clause 4.2.
Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
Deliverables: the deliverables set out in the Proposal, to be produced by Sclr for the Client.
(Sclr Labs): Open Solutions Global Limited; Registered office

124 City Road, London, EC1V 2NX, United Kingdom; company no 09551687. OSG Materials: all materials, equipment, documents and other property of OSG.
Intellectual Property Rights: copyright and related rights, moral rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Proposal: the written proposal issued by Sclr to the Client in relation to the Services.
Services: the services, including the Deliverables, to be supplied by Sclr to the Client as set out in the Proposal.

1.2.Interpretation:

1. a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
2. b) Any words following the terms including include, in particular, for example, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
3. c) A reference to writing or written includes emails
4. Basis of contract

2.1The Proposal constitutes an offer by Sclr to provide the Services to the Client in accordance with these Conditions.

2.2.The Contract shall come into existence on the date on which Sclr receives written confirmation from the Client of its acceptance of the Proposal, whether by means of a signed copy of the Proposal or any other written communication (including email) which indicates such acceptance (Commencement Date).

2.3 Any samples, drawings, descriptive matter or advertising issued by Sclr, and any descriptions or illustrations contained in Sclr’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5 Any quotation given by Sclr is only valid for 20 Business Days from its date of issue.

2.6 Unless otherwise agreed in writing, Sclr’s engagement to provide the Services to the Client is not on an exclusive basis and Sclr shall not be prevented from providing services which are the same as or equivalent to the Services to any other company, person or entity in the same business sector as the Client.

1. Supply of Services

3.1 Sclr shall supply the Services to the Client in accordance with the Proposal in all material respects.

3.2 Sclr shall use all reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 Sclr reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Sclr shall notify the Client in any such event.

3.4 Sclr warrants to the Client that it will provide the Services with reasonable care and skill.

1. Client’s obligations

4.1 The Client will:

1. a) co-operate with Sclr in all matters relating to the Services;
2. b) provide Sclr, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by Sclr;
3. c) provide Sclr with such information and materials as Sclr may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects. The Client shall indemnify, and keep indemnified, Sclr against any and all proceedings, claims, damages, losses, expenses or liabilities which Sclr may incur or sustain as a direct or indirect result of, or in connection with, any information, representation, reports, data or material supplied to Sclr by the Client.
4. d) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
5. e) comply with all applicable laws, including health and safety laws;
6. f) keep all Sclr Materials at the Client’s premises in safe custody at its own risk, maintain Sclr Materials in good condition until returned to Sclr, and not dispose of or use Sclr Materials other than in accordance with Sclr’s written instructions or authorisation;

4.2. If Sclr's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Customer Default):

1. a) without limiting or affecting any other right or remedy available to it, Sclr shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays Sclr’s performance of any of its obligations;
2. b) Sclr shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Sclr's failure or delay to perform any of its obligations as set out in this clause 2; and
3. c) the Client shall reimburse Sclr on written demand for any costs or losses sustained or incurred by Sclr arising directly or indirectly from the Client Default.
4. Charges and payment

5.1 The Charges for the Services shall be calculated on a time and materials basis:

1. a) the Charges shall be as set out in the Proposal PROVIDED THAT if the criteria or guidelines set out in the Proposal are varied by agreement between Sclr and the Client, the Charges shall be as so varied ;
2. b) Sclr’s daily fee rates for each individual are calculated on the basis of an eight-hour day from 9.00 am to 6.00 pm worked on Business Days;
3. c)  Sclr shall be entitled to charge an overtime rate of 50% of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 5.1(b); and
4. d) Sclr shall be entitled to charge the Client for any expenses reasonably incurred in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Sclr for the performance of the Services, and for the cost of any materials, subject in each case to the Client giving prior approval of the nature, and approximate amount, of such expenses. Such costs and expenses shall be passed on to the Client at the price incurred by Sclr plus 10%.

5.2 Sclr shall invoice the Client as follows:

1. a) for the fee payable for the commercial tasks listed in the Proposal on acceptance of the Proposal;
2. b) for the fee for any work which Sclr has agreed to provide to the Client outside the scope of the Proposal, at the end of each month in which that work is carried out; and
3. c) for any success fee identified in the Proposal, on the date on which such success fee becomes payable in accordance with the Proposal.

5.3 The Client shall pay each invoice submitted by Sclr:

1. a) In the case of the invoice issued in accordance with clause 5.2(a), within 5 Business Days of issue, and the Client agrees that Sclr will not commence work under the Proposal until it has received payment in full in respect of that invoice;
2. b) In the case of any invoice issued in accordance with clause 5.2(b) or (c), within 5 Business Days of the date of the invoice; and
3. c) in full and in cleared funds to a bank account nominated in writing by Sclr, and time for payment shall be of the essence of the Contract.

5.4 All amounts payable by the Client under the Contract are exclusive of amounts in respect of VAT chargeable from time to time. Where any taxable supply for VAT purposes is made under the Contract by Sclr to the Client, the Client shall, on receipt of a valid VAT invoice from Sclr, pay to Sclr such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.5 If the Client fails to make a payment due to Sclr under the Contract by the due date, then, without limiting Sclr’s remedies under clause 9, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under clause 5 will accrue each day at 4% a year above the Bank of England’s base rate from time to time but at 4% a year for any period when that base rate is at 0%.

5.6. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

1. Intellectual property rights

6.1.All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by Sclr.

6.2 Sclr grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence for a period of one year from the Commencement Date to use and copy the Deliverables for the purpose of receiving and using the Services and the Deliverables in its business.

6.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 2.

6.4 The Client grants Sclr a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to Sclr for the term of the Contract for the purpose of providing the Services to the Client.

1. Data protection and data processing

7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause 7.

7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Sclr is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

1. Limitation of liability

8.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

1. a) death or personal injury caused by negligence;
2. b) fraud or fraudulent misrepresentation; and
3. c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

8.2 Subject to clause 1, Sclr’s total liability to the Client in respect of all breaches of duty occurring within any contract year shall not exceed the cap.

1. a) cap. The cap is 100% of the total Charges received by Sclr in the contract year in which the breaches occurred.
2. b) contract year. A contract year means a 12-month period commencing with the date of the Contract or any anniversary of it;
3. c) total charges. The total charges means all sums paid by the Client and all sums payable under the Contract in respect of services actually supplied by Sclr, whether or not invoiced to the Client; and
4. d) total liability. Sclr's total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.

8.3 The following types of loss are wholly excluded

1. a) Loss of profits
2. b) Loss of sales or business.
3. c) Loss of agreements or contracts.
4. d) Loss of anticipated savings.
5. e) Loss of use or corruption of software, data or information.
6. f) Loss of or damage to goodwill.
7. g) Indirect or consequential loss.

8.5 Sclr has given commitments as to the compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.6 Unless the Client notifies Sclr that it intends to make a claim in respect of an event within the notice period, Sclr shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

8.7 If the Services include Sclr introducing the Client to potential investors or intermediaries, no warranty, undertaking or guarantee is given that any of such potential investors or intermediaries will invest in, or provide funding to, the Client and the Charges will still be payable in full in accordance with the Contract (including these Conditions even if no such investment or funding is made by those potential investors or intermediaries.

8.8 This clause 8 shall survive termination of the Contract.

1. Termination

9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 14 days’ written notice.

9.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

1. a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
2. b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceases to carry on business;
3. c) the other party becomes unable to pay their debts as they fall due or suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

9.3 Without affecting any other right or remedy available to it, Sclr may terminate the Contract with immediate effect by giving written notice to the Client if:

1. a) the Client fails to pay any amount due under the Contract on the due date for payment; or
2. b) there is a change in the ownership of 50% or more of the issued shares of the Client; or
3. c) the Client sells all or a substantial part of its assets or undertaking; or
4. d) the Client’s financial position deteriorates to such an extent that in Sclr’s reasonable opinion the Client’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.4 Without affecting any other right or remedy available to it, Sclr may suspend the supply of Services under the Contract or any other contract between the Client and Sclr if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 9.2(b), 9.2(c) or 9.3(d), or  reasonably believes that the Client is about to become subject to any of them.

1. Consequences of termination

10.1 On termination of the Contract:

1. a) the Client shall immediately pay to Sclr all of Sclr’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Sclr shall submit an invoice for the work carried out to date, which shall be payable by the Client immediately on receipt;
2. b) the Client shall return all of Sclr Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then Sclr may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safekeeping and will not use them for any purpose not connected with the Contract.

10.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

1. General

11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

11.2 Assignment and other dealings.

1. a) Sclr may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
2. b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Sclr.

11.3 Confidentiality

1. a) Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3(b).
2. b) Each party may disclose the other party’s confidential information:
3. i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 3; and
4. ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

iii) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

11.4 Entire agreement.

1. a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
3. c) Nothing in this clause shall limit or exclude any liability for fraud.

11.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

11.8 Notices.

1. a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the email address last used by the receiving party.
2. b) Any notice or communication shall be deemed to have been received:
3. i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
4. ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8(b)(iii), business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

1. c) Third-party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract

11.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

11.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.