These General Terms and Conditions shall apply to all UI services proposed or provided by the Joint Supervisors, which are delivered entirely or partially to the Client.
In these General Terms and Conditions, the following definitions are applicable :
“Client” means the organisation , company or individuals (Students, Professionals/Academicians, Researchers) with whom the Contract is entered into;
“Confidential Information” means any information related to the Engagement disclosed by the Client to the United Innovator and by the Joint Supervisor to the United Innovator, respectively, either directly or indirectly. Confidential Information may include, by way of example but without limitation, datas of the client and Joint supervisors, article writing contents, thesis written, specifications, formulae, models, employee interviews, records, quality monitoring schemes/programs, training materials, business strategies, customer lists, know-how, drawings, pricing information, inventions, ideas, and other information, or its potential use, that is owned by or in possession of the Client, Joint Supervisors and the United Innovators, respectively;
“Joint Supervisors” means the user of these Terms and Conditions;
“Contract” means the contract between the Client and United Innovators and between the Joint Supervisor and UI which defines the scope of the Engagement and the services to be rendered by the Joint Supervisors and UI, as well as the fee schedule for said services. More specifically, the Contract shall consist of the Purchase Order, these Terms and Conditions and any other documents (or parts thereof) specified in the Purchase Order;
“The Engagement” means any agreement, in whatever form, reached between the Joint Supervisor and UI and UI and the Client pursuant to which the Joint Supervisor agrees to render services to the Client in exchange for a fee plus costs;
“Project” means the services to be provided by the Joint Supervisor to the Client as specified in the UI Terms and conditions;
“Purchase Order” means the document (i) setting out the services to be provided by the Joint Supervisor to the Client and (ii) listing any documents and the like to be provided by the Client to the United Innovators and to Joint Supervisors such that the Joint Supervisors may perform the Project;
2.1 These General Terms and Conditions govern the provision of all services from or on behalf of the Joint Supervisors to the Client and apply to all legal relationships between the Joint Supervisors and the Client and United Innovators.
2.2 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 Joint Supervisors 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 Joint Supervisors commencement of performance nor the Joint Supervisors delivery of services 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 Joint Supervisor, as well as acceptance by the Client of any provision of services from the Joint Supervisor shall constitute an unqualified acceptance by the Client of these General Terms and Conditions.
2.3 By contracting on the basis of these General Terms and Conditions, the Client agrees to the applicability thereof in respect of future agreements between itself and the Joint Supervisor, even if this is not expressly stated.
3.1 The Joint Supervisors shall determine the manner in which and the person by whom the Engagement will be carried out, taking into account, as far as is feasible, the reasonable requests expressed by the Client.
3.2 The Joint Supervisors shall complete the Project with reasonable skill, care and diligence in accordance with the Contract.
3.3 The Client hereby accepts that the time schedule allocated for the performance of an Engagement may be subject to change in case of amendment to the Engagement and/or the services to be provided hereunder after conclusion of the Engagement.
3.4 In case of any change of circumstances under which the Engagement is to be performed which cannot be attributed to the Joint Supervisors, the Consultant may make any such amendments to the Engagement as it deems necessary to adhere to the agreed quality standard and specifications. Any costs arising from or related to this change of circumstances will be fully borne by the client.
3.5 The Joint Supervisors may, at its discretion and, where possible, in consultation with the Client, replace the person or persons charged with performing the Engagement, if and in so far as the Joint Supervisor believes that such replacement would benefit the performance of the Engagement.
3.6 The Joint Supervisor shall provide UI in turn with the Client with such reports of his work on the Project at such intervals and in such form as the Client may from time to time require. The Client has the right to notify UI and the Joint Supervisors 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.
4.1 The Client shall at all times duly make available to the United Innovators and the Joint Supervisor all information and documents that the United Innovators deems necessary to be able to carry out the Engagement correctly, in the specified form and manner. Also, the Client shall provide all cooperation required for the proper and timely performance of the project.
4.2 The Client shall duly inform the United Innovator of any facts and circumstances that may be relevant in connection with the execution of the project.
4.3 Furthermore, the Client shall guarantee the correctness, completeness and reliability of any information provided to the United Innovators.
5.1 The Consultants obligation is to provide the Deliverables to the United Innovator within the time period provided in the contract, except in the cases of any Force Majeure Events.
5.2 Except in the cases of any Force Majeure Events, in the event of slippage in the Consultants’ submission of Deliverables beyond a period of thirty (30) days beyond the due date, United Innovator may, in their discretion, terminate the engagement or a part thereof. Any such termination shall be subject to acceptance of all completed deliverables as per commitments made in terms of the contract.
6.1 The United Innovator may terminate a contract to which these Terms apply if: (i) the Joint Supervisor commits any material or persistent breach of its obligations under the contract (which, in the case of a breach capable of remedy, shall not have been remedied within 30 days of receipt or within the time stipulated in the contract whichever is less); or (ii) the Joint Supervisor becomes insolvent.
6.2 Termination shall be effected by written notice served on the other and will take effect on any date as far as possible not less than seven days from the date of delivery of such notice. The termination will be without prejudice to either party’s rights accrued before termination.
7.1 The Client shall pay the United Innovators fees in proper instalments at the rate specified in the Purchase Order.
7.2 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 mentioned in the invoice.
7.3 GST, where applicable, shall be shown separately on all invoices.
7.4 Any extra costs arising from or related to any delays in the completion of the Engagement stemming from the failure of the Client to duly make available to the United Innovators the requested information and documentation shall be fully borne by the Client.
All results generated by the Joint Supervisor in the Project, including reports, other documents and materials, shall become the property of the Client. The Joint Supervisors shall provide all reasonable assistance to the client such that the Client may apply for patents, copyrights and other intellectual property rights in respect of these results.
9.1 The Joint Supervisors shall keep secret and not disclose and shall procure that his employees keep secret and not disclose any Confidential Information obtained by him 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 the Joint supervisor; (ii) was already known by the Joint supervisor, other than under an obligation of confidentiality, at the time of disclosure by the Client; (iii) is lawfully acquired by the Joint Supervisor from a third party on a non-confidential basis; or (iv) the joint supervisor is required to disclose pursuant to any law, lawful governmental, quasi-governmental or judicial order.
9.2 Except with the prior written permission of the United Innovators, the Client shall not publish or otherwise make available the contents of proposals, reports, presentations, memos, or other communications by the Joint Supervisors, unless these have been provided with the intention of providing third parties with the information set out therein. Furthermore, the Client shall not disclose any of the United innovators methods and work strategies without the United Innovators written permission.
10.1 The Joint Supervisor, and any person put forward by the Joint Supervisor to perform the Project, shall not be liable if the services provided or the results generated by him in the Project are not absolutely correct, nor does the Joint Supervisor, or any person put forward by the Joint Supervisor to perform the Project, warrant, either expressed or implied, that the performance by him of the Project will not infringe upon intellectual property rights of any third party.
10.2 Should a party be deemed liable to the other party, by way of indemnity or by reason of breach of contract or otherwise, the United Innovators liability shall in aggregate not exceed the price for the Project. In any event, neither party shall be liable to the other party for any consequential, indirect, special, incidental or exemplary damages of any nature whatsoever that may be suffered by the other party.
11.1 Any times or dates set forth in the Contract for provision or completion by the Joint Supervisor of the services under the Project are estimates only and shall never be considered of the essence. Furthermore, the parties hereby acknowledge that the time schedule set out for the performance of the Engagement may change during the course of said performance. In no event shall the Joint Supervisors be liable for any delay in providing these services.
11.2 Either party may terminate the Contract by notice in writing forthwith in the event the other party: (i) is in default with respect to any material term or condition to be undertaken by it in accordance with the Engagement and / or the provisions of the Contract, and such default continues unremedied for a period of thirty (30) days after written notice thereof by the aggrieved party to the defaulting party; (ii) is affected by a Force Majeure which cannot be removed, overcome or abated within three (3) months; or (iii) shall make any assignment for the benefit of creditors or shall file any petition in connection thereto, 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 (and is not dismissed within sixty (60) days after appointment).
11.3 If the Client issues a termination notice, the Client shall be obliged to pay the United Innovators compensation equal to the agreed fees apportioned to the services already rendered by the Joint Supervisor, plus any additional costs incurred by the Joint Supervisor as a result of said early termination.
11.4 In case the Joint Supervisor cannot be reasonably expected to complete the works due to unforeseen circumstances, the Joint Supervisor may unilaterally terminate the Contract and the Engagement. The Client shall be liable for payment of an amount corresponding to the fees due for services already performed, while being entitled to receive the (preliminary) results of the services already performed, without the Client being entitled to derive any rights therefrom.