FieldSoft Terms and Conditions

FieldSoft Ltd Terms and Conditions

Engaging in work with FieldSoft Ltd implies your acceptance of our terms and conditions, which you would have received prior to commencement of work. 

SERVICES PROVIDED 

  1. The Client hereby agrees to engage FieldSoft to provide the Client with the following consulting services (the “Services”):
  2. The Services will also include any other consulting tasks which the Parties may agree on. FieldSoft hereby agrees to provide such Services to the Client.

TERM OF AGREEMENT

  1. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

 

PERFORMANCE

  1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY

  1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.

PAYMENT

  1. The Client will be invoiced when the Services are complete.
  2. Invoices submitted by FieldSoft to the Client are due within 7 days of receipt.
  3. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, FieldSoft will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of FieldSoft.
  4. The Payment as stated in this Agreement does not include Value Added Tax. Any Value Added Tax required will be charged to the Client in addition to the Payment.
  5. FieldSoft will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and FieldSoft will indemnify the Client in respect of any such payments required to be made by the Client.
  6. FieldSoft will be solely responsible for the payment of all remuneration and benefits due to the employees of FieldSoft, including any National Insurance, income tax and any other form of taxation or social security costs.

    REIMBURSEMENT OF EXPENSES

    FieldSoft will be reimbursed from time to time for reasonable and necessary expenses incurred by FieldSoft in connection with providing the Services.

    All expenses must be pre-approved by the Client.

    PENALTIES FOR LATE PAYMENT

    Any late payments will trigger a fee of 10.00% per month on the amount still owing.

    CONFIDENTIALITY

    Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

    FieldSoft agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which FieldSoft has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

    All written and oral information and material disclosed or provided by the Client to FieldSoft under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to FieldSoft.

    OWNERSHIP OF INTELLECTUAL PROPERTY

    All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of FieldSoft. The Client is granted a non-exclusive limited-use licence of this Intellectual Property.

    Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with FieldSoft.

    RETURN OF PROPERTY

     Upon the expiry or termination of this Agreement, FieldSoft will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

    CAPACITY/INDEPENDENT CONTRACTOR

     In providing the Services under this Agreement it is expressly agreed that FieldSoft is acting as an independent contractor and not as an employee. FieldSoft and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.

    RIGHT OF SUBSTITUTION

     Except as otherwise provided in this Agreement, FieldSoft may, at FieldSoft’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of FieldSoft under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services. 

    1. In the event that FieldSoft hires a sub-contractor:
      • FieldSoft will pay the sub-contractor for its services and the Compensation will remain payable by the Client to FieldSoft.
      • for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of FieldSoft.

    AUTONOMY

     

    1. Except as otherwise provided in this Agreement, FieldSoft will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. FieldSoft will work autonomously and not at the direction of the Client. However, FieldSoft will be responsive to the reasonable needs and concerns of the Client. 

    EQUIPMENT

     

    1. Except as otherwise provided in this Agreement, FieldSoft will provide at FieldSoft’s own expense, any and all equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement.

     

    NO EXCLUSIVITY

     

    1. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

    NOTICE

     

    1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

      1. FieldSoft LTD,
        1 The Maltings, Hambledon, Hampshire, PO7 4AE
      2. or to such other address as either Party may from time to time notify the other.

    INDEMNIFICATION

     

    1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

    MODIFICATION OF AGREEMENT

     

    1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

     

    TIME OF THE ESSENCE

     

    1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

     

    ASSIGNMENT

     

    1. FieldSoft will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

    ENTIRE AGREEMENT

     

    1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

    ENUREMENT

     

    1. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

    TITLES/HEADINGS

    1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

    GENDER

    1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

    GOVERNING LAW

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

     

    SEVERABILITY

    1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

     

    Contact Information

    If you have any questions or concerns about these terms and Conditions, please contact us at:

    FieldSoft Ltd
    Lakeview House, 4 Woodbrook Crescent
    Billericay, Essex, United Kingdom
    CM12 0EQ
    Email: [email protected]

    This Privacy Policy was last updated on 27th November 2023.