Last updated: 1 January 2024 · Effective date: 1 January 2024
In these Terms and Conditions, the following terms shall have the meanings ascribed to them below, unless the context otherwise requires:
"Agreement" means the contract formed between ROAMERA and the Client, comprising these Terms and Conditions, the applicable Proposal and/or Statement of Work, and any other documents expressly incorporated by reference.
"Client" means the business entity, organisation or individual that engages ROAMERA for the provision of Services, as identified in the Proposal or Statement of Work.
"Confidential Information" means all information disclosed by one party to the other, whether orally, in writing, electronically or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, financial data, technical specifications, client data, trade secrets and proprietary methods.
"Deliverables" means all software, code, models, systems, documentation, data structures, designs, reports and other outputs to be produced by ROAMERA pursuant to a Statement of Work or Proposal.
"Fees" means the charges payable by the Client to ROAMERA for the Services, as set out in the applicable Proposal or Statement of Work.
"Force Majeure Event" means any event beyond the reasonable control of a party, including but not limited to acts of God, war, terrorism, pandemic, epidemic, civil commotion, fire, flood, drought, earthquake, explosion, strike, industrial action, inability to obtain materials or services, government actions, regulatory changes or failures of utility services or telecommunications networks.
"Intellectual Property Rights" means all patents, rights to inventions, copyright (including rights in software), moral rights, trademarks, trade names, domain names, rights in trade dress and get-up, rights in goodwill, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in Confidential Information (including trade secrets and know-how) and any other intellectual property rights, whether registered or unregistered, in each case whether subsisting now or in the future, and including all applications, renewals and extensions of, and rights to apply for, such rights, and in each case as they subsist anywhere in the world.
"Pre-existing Materials" means any materials, tools, methodologies, frameworks, libraries, templates or other intellectual property that ROAMERA developed or acquired prior to or independently of the relevant engagement.
"Proposal" means a written document prepared by ROAMERA setting out the proposed scope of Services, timeline, Fees and other relevant terms for a specific engagement, which, when accepted by the Client, forms part of the Agreement.
"ROAMERA" means ROAMERA LTD, a company registered in England and Wales, with its registered office at Flat 4, 45 Sillwood Road, Brighton, BN1 2LE, United Kingdom.
"Services" means the artificial intelligence solutions, machine learning development, software development, cloud computing, data analytics, cybersecurity, digital content distribution, systems integration, API development and other technology services to be provided by ROAMERA to the Client as described in the applicable Proposal or Statement of Work.
"Statement of Work" (or "SOW") means a written document, agreed between the parties, describing the specific Services to be provided, the Deliverables, the timeline, the Fees, the acceptance criteria and any other terms applicable to a specific engagement.
In these Terms and Conditions, unless the context otherwise requires: the singular includes the plural and vice versa; references to one gender include all genders; references to "including" are illustrative and shall be construed without limitation; headings are for convenience only and shall not affect the interpretation of these Terms and Conditions; and references to statutes or statutory provisions include any amendments, modifications or re-enactments thereof.
These Terms and Conditions apply to all quotations, proposals, statements of work, engagements and contracts for the provision of Services by ROAMERA to any Client. By engaging ROAMERA for the provision of Services, whether by signing a Proposal or Statement of Work, by making payment in respect of a Proposal, or by any other unambiguous indication of acceptance, the Client agrees to be bound by these Terms and Conditions.
No variation to these Terms and Conditions shall be effective unless agreed in writing and signed by an authorised representative of ROAMERA. Any terms or conditions put forward by the Client, whether in a purchase order, request for proposal or other communication, shall have no effect unless expressly accepted in writing by ROAMERA.
A Proposal issued by ROAMERA constitutes an invitation to treat and not an offer capable of acceptance. An Agreement is formed when ROAMERA issues a written acknowledgement of acceptance of the Client's order or, in the absence of such acknowledgement, when ROAMERA commences performance of the Services.
Each Proposal and Statement of Work issued by ROAMERA shall incorporate these Terms and Conditions by reference. In the event of any conflict or inconsistency between a Proposal or Statement of Work and these Terms and Conditions, the terms of the Proposal or Statement of Work shall prevail to the extent of the inconsistency, unless these Terms and Conditions expressly state otherwise.
ROAMERA provides artificial intelligence solutions, machine learning development, software development, cloud computing, data analytics, cybersecurity services, digital content distribution, systems integration, API development, web and mobile application development and related professional and technical services to business clients in the United Kingdom and internationally.
The specific Services to be provided in any engagement will be set out in a Proposal or Statement of Work agreed between ROAMERA and the Client. No obligation exists on ROAMERA to provide any Services until a Proposal or Statement of Work has been agreed in writing and, where applicable, signed by authorised representatives of both parties.
ROAMERA reserves the right to determine the methods, techniques, tools, personnel and approaches used in delivering the Services, provided that the Deliverables meet the specifications and acceptance criteria set out in the applicable Statement of Work. ROAMERA may, at its sole discretion, subcontract any part of the Services to qualified third parties, provided that ROAMERA remains responsible to the Client for the performance of any subcontracted Services.
Where ROAMERA provides Services on a time and materials basis, the scope of Services shall be as agreed from time to time with the Client's designated project representative, subject to these Terms and Conditions.
The Client acknowledges that ROAMERA's ability to deliver the Services on time and to the required standard is dependent on the Client's cooperation and timely fulfilment of certain obligations. The Client agrees to:
Where any delay or failure in the performance of the Services results from the Client's failure to fulfil its obligations under this clause, ROAMERA shall be entitled to extend the applicable delivery timeline by a period equivalent to the delay caused by such failure, and ROAMERA shall not be in breach of the Agreement by reason of such extension.
Unless otherwise agreed in the applicable Statement of Work, ROAMERA will deliver the Services and Deliverables in accordance with the milestones and timeline set out therein. ROAMERA will use reasonable endeavours to meet agreed delivery dates; however, all timelines are estimates only and time shall not be of the essence in the performance of the Services unless explicitly stated in the Statement of Work.
Upon delivery of each Deliverable or milestone, the Client shall have a period of ten business days (the "Acceptance Period") in which to review the Deliverable and notify ROAMERA in writing of any material defects or non-conformities with the specifications set out in the Statement of Work. A notification of non-conformity must specifically identify each alleged defect with sufficient detail to enable ROAMERA to investigate and reproduce it.
If the Client fails to provide written notification of non-conformity within the Acceptance Period, the relevant Deliverable or milestone shall be deemed accepted by the Client.
Where the Client provides timely notification of non-conformity, ROAMERA shall investigate the alleged defects and, if they constitute genuine material non-conformities with the agreed specifications, shall use reasonable endeavours to remedy such defects within a reasonable period. Following remediation, the Client shall have a further Acceptance Period of five business days to confirm acceptance or to identify any remaining non-conformities.
Acceptance shall not be unreasonably withheld or delayed. Minor issues, requests for enhancement beyond the agreed specifications, or matters of subjective preference do not constitute grounds for withholding acceptance. The Client's use of any Deliverable in a live or production environment shall constitute unconditional acceptance of that Deliverable, regardless of any pending acceptance review.
Any change to the scope of the Services, the Deliverables, the timeline or the Fees as set out in the applicable Statement of Work must be agreed in writing by both parties through a formal change order process. Either party may request a change by submitting a written change request to the other party. ROAMERA will assess the impact of the proposed change on the scope, timeline and Fees and will provide the Client with a written impact assessment within five business days of receipt of the change request.
No change shall take effect until both parties have signed a change order documenting the agreed scope change, any amendments to the timeline, any adjustments to the Fees and any other relevant terms. Work undertaken on the basis of a verbal or informal instruction shall be at the Client's risk and ROAMERA shall not be obliged to continue with such work unless and until a formal change order is executed.
Where ROAMERA reasonably determines that a requested change is beyond the scope of the existing engagement and would constitute a significant addition to the original Services, ROAMERA may require a new Statement of Work to be agreed before commencing the changed or additional Services.
Subject to full payment of all Fees, and subject to clause 7.2 (Pre-existing Materials) below, all Intellectual Property Rights in the Deliverables created by ROAMERA specifically for the Client pursuant to an Agreement shall vest in the Client upon acceptance and payment in full, unless otherwise specified in the applicable Statement of Work.
ROAMERA retains all Intellectual Property Rights in all Pre-existing Materials. Where Pre-existing Materials are incorporated into Deliverables, ROAMERA grants the Client a non-exclusive, non-transferable, perpetual licence to use such Pre-existing Materials solely as part of and in connection with the Deliverables, for the Client's internal business purposes. This licence does not extend to the Client making the Pre-existing Materials available to any third party or using them other than as part of the Deliverables.
The Client retains all Intellectual Property Rights in all data, content, materials, specifications and other information provided by the Client to ROAMERA in connection with the Services ("Client Materials"). The Client grants ROAMERA a non-exclusive licence to use Client Materials solely to the extent necessary to perform the Services.
Nothing in these Terms and Conditions shall prevent ROAMERA from using general knowledge, skills, experience, expertise and methodologies acquired in the course of providing the Services for other clients, provided that ROAMERA does not disclose the Client's Confidential Information in doing so.
Where Deliverables incorporate third-party open-source software components, ROAMERA will identify such components in the documentation delivered with the Deliverables. The use of such components is subject to the terms of the applicable open-source licences, which ROAMERA will bring to the Client's attention. The Client is responsible for ensuring compliance with the terms of all applicable open-source licences.
Each party ("Receiving Party") that receives Confidential Information from the other party ("Disclosing Party") in connection with an Agreement agrees to: (a) hold the Confidential Information in strict confidence; (b) use the Confidential Information only for the purposes of performing its obligations or exercising its rights under the Agreement; (c) disclose the Confidential Information only to its employees, contractors, advisers and subcontractors on a need-to-know basis and subject to obligations of confidentiality no less stringent than those set out herein; and (d) take all reasonable technical and organisational measures to protect the Confidential Information from unauthorised disclosure, access, use or copying.
The confidentiality obligations in this clause shall not apply to information that: (a) is or becomes publicly known other than as a result of a breach of these obligations; (b) was known to the Receiving Party before it was disclosed by the Disclosing Party, as evidenced by written records; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by applicable law, by order of a court of competent jurisdiction or by a regulatory authority, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such required disclosure and cooperates with the Disclosing Party in seeking any available protection.
The confidentiality obligations in this clause shall survive the termination or expiry of the Agreement for a period of five years. In relation to Confidential Information that constitutes trade secrets under applicable law, the confidentiality obligations shall survive indefinitely.
The Client shall pay the Fees in accordance with the payment schedule set out in the applicable Proposal or Statement of Work. Where no payment schedule is specified, ROAMERA shall invoice the Client monthly in arrears for all Services performed in that month, and the Client shall pay each invoice within 30 days of the invoice date.
All Fees are stated exclusive of Value Added Tax (VAT) and any other applicable taxes. Where VAT is applicable, it will be added to the invoice at the prevailing rate and the Client shall pay it in full.
The Client shall reimburse ROAMERA for all reasonable expenses incurred in connection with the Services, provided that such expenses are pre-approved in writing by the Client and are supported by appropriate receipts or evidence. Expenses shall be invoiced at cost with no mark-up unless otherwise agreed.
If the Client fails to pay any invoice by the due date, ROAMERA reserves the right to: (a) charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, as permitted by the Late Payment of Commercial Debts (Interest) Act 1998; (b) suspend performance of the Services until all outstanding amounts are paid in full, provided that ROAMERA has given the Client seven days' written notice of its intention to suspend; and (c) recover all reasonable costs and expenses incurred in collecting the overdue amounts, including legal costs.
If the Client disputes any invoice in good faith, the Client shall notify ROAMERA in writing within ten business days of receipt of the invoice, specifying the grounds for dispute. The Client shall pay the undisputed portion of the invoice by the due date. Both parties shall endeavour to resolve any invoice dispute within thirty days of notification.
Payment shall be made by bank transfer to the bank account details provided by ROAMERA on the relevant invoice. ROAMERA reserves the right to refuse payment by other means without prior agreement.
ROAMERA warrants that: (a) it has the authority to enter into the Agreement and to perform its obligations thereunder; (b) the Services will be performed with reasonable skill and care by appropriately qualified personnel; (c) the Deliverables will conform in all material respects with the specifications agreed in the applicable Statement of Work; and (d) to the best of ROAMERA's knowledge, the Deliverables created by ROAMERA (excluding any Client Materials and third-party open-source components) will not infringe the Intellectual Property Rights of any third party in the United Kingdom.
ROAMERA's warranty in respect of Deliverables extends for a period of ninety days following acceptance ("Warranty Period"). During the Warranty Period, ROAMERA will, at no additional charge, use reasonable endeavours to remedy any material defect in a Deliverable that is reported by the Client and is attributable to ROAMERA's breach of the warranty in clause 10.1(c). This warranty remedy is the Client's sole and exclusive remedy for defects in Deliverables within the Warranty Period.
The warranty set out above does not apply to: (a) defects caused by the Client's misuse, modification or improper operation of the Deliverables; (b) defects resulting from changes to the Client's environment, infrastructure or third-party systems; (c) defects in third-party components incorporated into the Deliverables; or (d) any Deliverable that has been modified by anyone other than ROAMERA.
Except as expressly set out in clause 10.1, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.
To the fullest extent permitted by applicable law, ROAMERA shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profits; (b) loss of business; (c) loss of anticipated savings; (d) loss of goodwill; (e) loss of data (other than as expressly provided in clause 13); (f) business interruption; or (g) indirect, special, incidental, punitive or consequential loss or damage, howsoever arising, even if ROAMERA has been advised of the possibility of such losses or damages.
Subject to clauses 11.1 and 11.3, ROAMERA's total aggregate liability to the Client arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees paid or payable by the Client to ROAMERA under the Agreement in the twelve-month period immediately preceding the event or circumstances giving rise to the claim.
Nothing in these Terms and Conditions shall limit or exclude ROAMERA's liability for: (a) death or personal injury caused by ROAMERA's negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited under applicable law.
The Client shall take all reasonable steps to mitigate any loss or damage suffered as a result of any breach by ROAMERA. ROAMERA shall not be liable for any loss or damage that the Client could have reasonably avoided through the exercise of reasonable care.
The Client shall indemnify, defend and hold harmless ROAMERA and its officers, directors, employees, agents and contractors from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising from or relating to: (a) any breach by the Client of the Agreement; (b) any use of the Deliverables other than in accordance with ROAMERA's documentation and instructions; (c) any infringement of third-party rights caused by the Client Materials provided to ROAMERA; (d) any claim by a third party arising from the Client's use or deployment of the Deliverables in a manner not contemplated by the Agreement; or (e) any claim arising from the Client's failure to comply with applicable laws and regulations in connection with its use of the Services or Deliverables.
Both parties shall comply with all applicable data protection legislation in the United Kingdom, including the UK GDPR and the Data Protection Act 2018, in connection with the performance of the Agreement. Where ROAMERA processes personal data on behalf of the Client in the course of providing the Services, ROAMERA shall do so as a data processor, acting only in accordance with the Client's documented instructions.
Where the Client provides ROAMERA with access to personal data in connection with the Services, the parties shall enter into a separate data processing agreement that satisfies the requirements of UK GDPR Article 28. The data processing agreement shall set out the subject matter, nature, purpose and duration of the processing, the type of personal data and categories of data subjects, and the obligations and rights of both the Client as data controller and ROAMERA as data processor.
ROAMERA shall: (a) process personal data only on the documented instructions of the Client; (b) ensure that persons authorised to process the personal data are bound by appropriate obligations of confidentiality; (c) implement appropriate technical and organisational security measures to protect the personal data; (d) assist the Client in meeting its obligations in relation to data subjects' rights; (e) assist the Client with security, breach notification, impact assessment and prior consultation obligations; (f) delete or return all personal data to the Client upon termination of the relevant Services; and (g) provide all information necessary to demonstrate compliance with the obligations in this clause.
ROAMERA's Privacy Policy at privacy-policy.html provides additional information about how ROAMERA processes personal data received directly from individuals. The processing of personal data by the Client under any Agreement is governed by the Client's own privacy policies and applicable data protection obligations.
ROAMERA maintains a comprehensive information security programme designed to protect the confidentiality, integrity and availability of Client data and systems to which ROAMERA has access in the course of providing the Services. ROAMERA's security measures include, but are not limited to, encryption of data in transit and at rest, access controls, regular security assessments, staff training on information security and incident response procedures.
ROAMERA will promptly notify the Client of any actual or reasonably suspected security incident affecting Client data or systems to which ROAMERA has access, to the extent permitted by applicable law. ROAMERA will cooperate with the Client in investigating and remediating any such incident and in fulfilling any applicable breach notification obligations.
The Client is responsible for maintaining the security of its own systems, credentials and environments, including any access credentials provided to ROAMERA in connection with the Services. The Client shall promptly notify ROAMERA of any suspected compromise of access credentials used by ROAMERA personnel.
Where the Services involve or depend upon third-party software, cloud platforms, APIs, licences or services, the Client acknowledges that such third-party elements are subject to the terms and conditions of the relevant third-party providers. ROAMERA does not make any warranty or representation in respect of third-party services beyond those expressly provided by the relevant third-party providers.
The Client is responsible for obtaining and maintaining all necessary licences, subscriptions, accounts and access rights for any third-party services specified in the Statement of Work as the Client's responsibility. Where ROAMERA is required to obtain third-party licences on the Client's behalf, such costs will be passed through to the Client at the applicable supplier's rates.
ROAMERA will notify the Client of any material changes to third-party services or terms that may affect the Services. Where such changes require adjustments to the Services, the parties will agree the necessary changes through the change management process set out in clause 6.
Unless otherwise agreed in writing, ROAMERA's obligations do not include ongoing support or maintenance of Deliverables after the expiry of the Warranty Period. Post-delivery support and maintenance may be provided by ROAMERA pursuant to a separate support agreement or maintenance Statement of Work, under ROAMERA's then-current terms and rates for such services.
Where a support agreement is in place, ROAMERA will provide support in accordance with the service levels specified therein. Response times and resolution targets will be agreed in the applicable support agreement and will reflect the severity and business impact of the reported issue.
During the term of any Agreement and for a period of twelve months following its termination or expiry, the Client shall not, directly or indirectly, solicit, induce or encourage any employee, contractor or subcontractor of ROAMERA who was involved in the delivery of the relevant Services to leave ROAMERA's engagement or to provide services to the Client other than through ROAMERA. This restriction applies to solicitation through any means, including personal contact, social media, referral agencies or headhunters.
If the Client wishes to engage a ROAMERA employee or contractor directly, it may do so only with ROAMERA's prior written consent and subject to the payment of an introduction fee equal to twenty-five percent of the individual's first year's anticipated remuneration with the Client.
Either party may terminate the Agreement immediately upon written notice to the other party if the other party: (a) commits a material breach of the Agreement and fails to remedy that breach within thirty days of written notice requiring it to do so; (b) becomes insolvent, enters into administration, liquidation or receivership, makes a composition with its creditors generally, or ceases or threatens to cease to carry on business; or (c) commits any breach that is by its nature incapable of remedy.
Either party may terminate the Agreement for convenience by giving the other party not less than thirty days' written notice. Where the Client terminates the Agreement for convenience, the Client shall pay ROAMERA: (a) all Fees for Services performed up to and including the effective date of termination; (b) all Fees for Deliverables completed up to and including the effective date of termination; (c) all expenses properly incurred in connection with the Services up to the effective date of termination; and (d) a cancellation fee equal to thirty percent of the Fees remaining to be paid under the Agreement had it run to completion, as reasonable compensation for ROAMERA's lost opportunity.
Upon termination of the Agreement for any reason: (a) the Client shall immediately pay all outstanding amounts due to ROAMERA; (b) each party shall promptly return or destroy the other party's Confidential Information; (c) any licences granted under the Agreement shall terminate unless expressly stated to survive; and (d) any provisions of these Terms and Conditions that by their nature are intended to survive termination shall do so.
Neither party shall be in breach of the Agreement or otherwise liable for any delay in performance or failure to perform its obligations under the Agreement to the extent that such delay or failure results from a Force Majeure Event. The party affected by the Force Majeure Event shall notify the other party as soon as reasonably practicable of the Force Majeure Event, the obligations affected and the expected duration of the delay. The affected party shall use reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance as soon as practicable.
If a Force Majeure Event continues for more than sixty consecutive days, either party may terminate the Agreement by giving written notice to the other party, in which case clause 18.3 shall apply except that no cancellation fee shall be payable.
Each party shall comply with all applicable laws, statutes, regulations and regulatory requirements in connection with the performance of its obligations under the Agreement, including but not limited to the UK GDPR, the DPA 2018, the Computer Misuse Act 1990, the Bribery Act 2010, the Modern Slavery Act 2015 and all applicable export control and trade sanctions regulations.
ROAMERA represents and warrants that it has in place and maintains appropriate policies and procedures designed to prevent bribery and corruption in accordance with the requirements of the Bribery Act 2010. The Client shall not make, or cause ROAMERA to make, any payment or provision of any gift or benefit to any government official or other third party that would constitute a bribe or otherwise violate applicable anti-bribery laws.
Where the Services involve the development of AI systems or machine learning models, both parties shall cooperate to ensure that such systems are developed and deployed in compliance with applicable AI governance requirements and ethical standards, including any guidance issued by applicable regulatory authorities in the United Kingdom.
ROAMERA shall maintain accurate and complete records of all Services performed, expenses incurred and time spent in connection with any engagement for a period of seven years following completion or termination of the relevant Agreement. Upon reasonable prior written notice of not less than five business days, the Client shall have the right, not more than once per calendar year, to audit ROAMERA's records relating to the Services performed under the Agreement solely to verify the accuracy of the Fees charged.
Any audit shall be conducted at the Client's expense during normal business hours in a manner that does not unreasonably disrupt ROAMERA's normal business operations. The auditor shall be subject to appropriate obligations of confidentiality. Where an audit reveals that ROAMERA has overcharged the Client by more than five percent of the total Fees for the audited period, ROAMERA shall refund the excess amount and reimburse the Client for the reasonable cost of the audit.
In the event of any dispute, claim or controversy arising out of or in connection with the Agreement, including any question of its existence, validity, interpretation, performance, breach or termination ("Dispute"), the parties shall first seek to resolve the Dispute through good faith negotiation. Either party may give written notice to the other identifying the nature of the Dispute. The parties shall then endeavour to resolve the Dispute through escalated negotiation involving senior representatives of both parties within twenty business days of the notice, or such longer period as the parties may agree.
If the Dispute is not resolved through negotiation within the applicable period, either party may refer the Dispute to mediation through a mutually agreed mediator or, in the absence of agreement, through the Centre for Effective Dispute Resolution (CEDR) in London, applying CEDR's standard model mediation agreement. The cost of mediation shall be shared equally between the parties.
If the Dispute is not resolved through mediation within sixty days of the referral to mediation (or such longer period as the parties may agree), either party may pursue such other remedies as may be available to it, including proceedings in the courts of England and Wales.
Nothing in this clause shall prevent either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction where such relief is necessary to prevent immediate or irreparable harm.
The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
Subject to clause 22 (Dispute Resolution), each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute or claim arising out of or in connection with the Agreement or its subject matter or formation.
The Agreement constitutes the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, representations, warranties, negotiations and understandings, whether oral or written, between the parties relating to the same subject matter. Each party acknowledges that it has not relied on any representation, warranty, undertaking or statement not expressly set out in the Agreement.
No failure or delay by either party to exercise or enforce any right or provision of the Agreement shall be construed as a waiver of that right or provision, unless made expressly in writing. A waiver of any breach of the Agreement shall not constitute a waiver of any subsequent breach. The rights and remedies provided in the Agreement are cumulative and do not exclude any rights or remedies provided by applicable law.
If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, the relevant provision shall be deemed to be modified to the minimum extent necessary to make it valid, legal and enforceable, and the remaining provisions of these Terms and Conditions shall continue in full force and effect.
The Client shall not assign, transfer, sub-licence, novate or otherwise dispose of any of its rights or obligations under the Agreement without the prior written consent of ROAMERA, which shall not be unreasonably withheld. ROAMERA may assign, transfer or novate any or all of its rights and obligations under the Agreement to any successor entity in connection with a merger, acquisition, reorganisation or sale of all or substantially all of ROAMERA's business or assets.
A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. This clause does not affect any right or remedy of a third party which exists or is available apart from that Act.
Any notice given under the Agreement shall be in writing, in the English language, and shall be delivered by hand, sent by first-class pre-paid post, or sent by email (with confirmation of receipt) to the address of the recipient set out in the Agreement, or such other address as that party may notify to the other from time to time. Notices sent by post shall be deemed received three business days after posting. Notices sent by email shall be deemed received upon confirmation of receipt by the recipient.
Notices to ROAMERA should be addressed to: ROAMERA LTD, Flat 4, 45 Sillwood Road, Brighton, BN1 2LE, United Kingdom. Email: developer@roamera.life.
ROAMERA is an independent contractor and nothing in the Agreement shall be construed to create any employment, partnership, joint venture, agency, franchise or sales representative relationship between ROAMERA and the Client. Neither party shall have any authority to bind the other in any manner.
Each party agrees to execute, deliver and perform any further acts, documents and instruments reasonably necessary to carry out the purposes of the Agreement.
ROAMERA shall maintain, throughout the term of any Agreement, adequate professional indemnity insurance and public liability insurance at levels appropriate to the nature and value of the Services being provided. Details of ROAMERA's insurance cover may be provided to the Client upon written request.
These Terms and Conditions are governed by the laws of England and Wales. The registered office of ROAMERA LTD is Flat 4, 45 Sillwood Road, Brighton, BN1 2LE, United Kingdom.
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