IT Provider of Choice
for the Third Sector

You indicate acceptance of these terms and conditions of service by placing an order with Avec Solutions Ltd. These terms and conditions will not be varied for individual customers.

Formation of Contract

1.    (a) These Terms and Conditions of Business (the “Terms”) shall form part of the Contract between the Client (being the person or persons named in the Assignment) and Avec Solutions for the provision by Avec Solutions of the services set out in the Assignment unless otherwise agreed in writing by Avec Solutions. The Assignment means the latest in date of the written proposal or engagement letter issued by Avec Solutions (and the Client’s acceptance thereof) and the document (if any) issued by the Client to commission the services of Avec Solutions (and Avec Solutions’ written acceptance thereof). The Contract shall comprise the Assignment, these Terms and any amendments thereto. All amendments to the Contract must be in writing and signed by or on behalf of the Client and Avec Solutions. The Contract shall be governed by and constructed in accordance with the Northern Irish Law and the parties irrevocably agree and accept that the courts of Northern Ireland are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the contract. 

  (b) Subject to the foregoing, the event of any conflict between these Terms and the Assignment or any other document which forms part of the Contract, these Terms shall prevail except where they have been amended (by specific reference to the relevant clause and paragraph of there Terms) as provided for herein.

Calculation and Payment of Fees and Expenses

2     (a) Fees will be charged on the basis set out in the Contract. Fees will be charged separately for each type of work and will be billed at monthly intervals. Invoices are payable on submission. Any queries concerning an invoice must be raised within 30 days of the invoice date. If invoices are not settled in full by then, Avec Solutions shall be entitled (without prejudice to any other rights) to charge compound interest monthly at one per cent above base rate on the balance outstanding from time to time on such invoice until the debt is settled and/or terminate the Contract and any other Contract with the Client.

    (b) Except in the case of fixed price contracts, statements by Avec Solutions as to the total work time or total charges which may be involved in fulfilling the Assignment are supplied as estimates only and, whilst all reasonable efforts are made to ensure their accuracy, no liability will be accepted in respect thereof. Without prejudice to the foregoing, if during the course of carrying out the Assignment Avec Solutions reasonably considers that an estimate of total work time or total charges previously given will prove to be a material underestimate, Avec Solutions will endeavour to give the Client reasonable notice specifying the circumstances concerned, stating the additional work involved and estimating the increase in total work time or total charges which will result. All estimates are based on rates current at the time of quotation. Fees will be charged on the basis of rates from time to time current during the carrying out of the Assignment.

Office Services

3    When work is carried out on the Client’s premises the Client will provide without charge suitable office accommodation and support services.

Information and Confidentiality

4    (a) The Client has disclosed and will continue to disclose to Avec Solutions all information which is necessary for the Assignment or which, in the reasonable opinion of Avec Solutions, is relevant to the Contract. The Client represents that all information disclosed or to be disclosed to Avec Solutions is or will be true and accurate in all material respects and not misleading in any material respect. The Client shall promptly notify to Avec Solutions in writing forthwith upon being aware of the same, any matter, fact or circumstances which is inconsistent in any material respect with any of the information disclosed or renders any such information untrue, inaccurate or misleading in any material respect.

    (b) The Client shall provide promptly without charge all assistance which is required by Avec Solutions from time to time to carry out the Assignment in accordance with the provisions of the Contract.

    (c) Subject to the Sub-clauses 4(d), (e), and (f):

    (i) confidential information concerning the Client’s business will not be disclosed by Avec Solutions to any third party without the Client’s prior written consent unless otherwise required by law, or by a court of competent jurisdiction, a governmental or regulatory authority or a professional institute; and
    (ii) all information and advice, written or oral, of whatever nature, and all other works made available by Avec Solutions to the Client are for the sole use of the Client and shall not be disclosed or made available by the Client to any third party without the prior written consent of Avec Solutions.
Avec Solutions may disclose any information referred to in this Sub-clause 4(c) to its associated firms, to the members of Avec Solutions Board and any companies owned by Avec Solutions.

    (d) Sub-clause 4(c) shall not apply to any information which is in or enters the public domain other than by breach of the Sub-clause, is in the possession of the receiving part without restriction before the date of receipt form the other party, or is obtained from a third party who is lawfully authorised to disclose such information.   

    (e) Nothing herein shall be construed so as to prevent either party from disclosing any information to its professional advisers or insures, or a third party in the proper performance of its rights and obligations under the Contract provided that the disclosing party shall use all reasonable endeavours to ensure that the person to whom such information is disclosed is informed of its confidential nature.

    (f) Nothing herein shall be construed so as to prevent Avec Solutions, its associated firms, companies it owns and members of Avec Solutions Board from using techniques, ideas, and other know-how gained during the performance of the Assignment in their businesses including the furtherance of work for other clients to the extent that such use does not result in a disclosure of confidential information in breach of this clause 4 or an infringement of any Intellectual Property Right of the Client.

Proprietary Rights and Protection

5    (a) For the purpose of these Terms:
    “Intellectual Property Rights” include copyrights, patents, trade marks, service marks, design rights (whether registered or unregistered), trade secrets and all other similar proprietary rights; and “Work” means any report, document, data, design, computer software or any other material (whether written or machine readable) which is developed under the Contract, whether by or on behalf of Avec Solutions singly, or both parties jointly, but does not include any computer software which is covered by a separate agreement between Avec Solutions and the Client.

    (b) All Intellectual Property Rights in the Works shall be vested solely in Avec Solutions.

    (c) Avec Solutions hereby grants to the Client a perpetual, non-exclusive and non-transferable licence to use, copy and modify the Works solely for the internal business purposes of the Client provided that whenever the Client modifies any Works it shall remove all references to Avec Solutions from such Works.

    (d) The Client shall procure that each author controlled by the Client of any Work produced jointly by or on behalf of Avec Solutions and the Client shall unconditionally and irrevocably waive in favour of Avec Solutions any and all rights he may or shall have pursuant to Chapter IV of Part 1 of the Copyright Design and Patents Act 1988 or otherwise in relation to such Works.

Sub-Contracting

6    Avec Solutions shall be entitled to Sub-contract any part of the Assignment to any consultant or adviser (the “Sub-Contractor”) provided that:

    (a) where the Client requires Avec Solutions to contract the services of a Sub-contractor specified by the Client (the “Client Nominated Sub-Contractor”), the Client shall accept responsibility for the work to be performed by the Client Nominated Sub-Contractor for the purposes of the Assignment, shall not be responsible or liable to the Client or any other person for the work performed by, and all acts, omissions, defaults and neglects of, the Client Nominated Sub-Contractor. In such circumstances the Client shall be responsible and liable for, and shall indemnify and keep indemnified Avec Solutions, its partners and employees against and from every liability which Avec Solutions, its partners and employees may incur to any person whomsoever and against all claims, demands, proceedings, damages, losses, costs and expenses made against, suffered or incurred by Avec Solutions, its partners or employees directly or indirectly as a result of or in connection with the work performed by or the acts, omissions, defaults and neglects of the Client Nominated Sub-Contractor; and

    (b) in all other cases, Avec Solutions shall remain responsible and liable to the Client for the work to be performed by the Sub-Contractor.

Limited Liability

THIS CLAUSE 7 CONTAINS LIMITATIONS ON THE LIABILITY OF AVEC SOLUTIONS, ITS PARTNERS AND EMPLOYEES

7    (a) (i) Subject to Sub-clause 7(d), Avec Solutions will carry out the Assignment with reasonable care and skill; and
        (ii) subject to Sub-clause 7 (c), all other warranties and conditions, whether expressed or implied by statute, common law, regulation or otherwise, are hereby excluded.

    (b) Avec Solutions accepts no responsibility for any reliance that may be had by any third parties on any information or advice, written or oral, of whatever nature, or any other Works unless the Client has sought the permission of Avec Solutions for the provision of particular advice or information, or a particular Work, to specified third parties and Avec Solutions gives its written permission prior to provision of the relevant information, advice or Work. Avec Solutions may withhold such permission or grant such permission subject to conditions (including as to non-reliance).

    (c) Avec Solutions does not exclude or restrict liability to the Client for death or personal injury (including sickness) to the extent that such an injury results from negligence of Avec Solutions, its partners or employees, for any breach of any implied term as to title, freedom from encumbrance or quiet enjoyment in respect of goods or for any breach of any other obligations which Avec Solutions, its partners or employees by law cannot exclude or restrict (such as liability in respect of company statutory audits).

    (d) Notwithstanding any other express or implied terms or condition of the Contract, other than those set out in Sub-clause 7(c), and notwithstanding any collateral contract, warranty or representation, the total aggregate liability (including liability for interest) of Avec Solutions (including any liability for the acts and omissions of its employees) and of its partners and employees, whether in contract, tort (including negligence) or otherwise, to the Client arising from or in connection with the engagement described in the Contract shall be limited to an amount equal to the fees paid and due and payable to Avec Solutions (as determined at the date when the liability arises) in the case of a Contract where the fees are neither fixed nor subject to a limit, or to an amount equal to the maximum fees payable to Avec Solutions in the case of a Contract where the fees are either fixed or subject to a limit (the relevant amount begin the “Limit”). The Limit will not apply to any acts, omissions or representations which are in any case criminal, dishonest or fraudulent on the part of Avec Solutions, its partners or employees.

    (e)    (i) The Client acknowledges that Avec Solutions has an interest in the limitation of the liability of its employees and that accordingly the Client will not bring any claim of a kind expressed to be subject to the Limit against the employees of East Belfast Partnership personally.
        (ii) The provision of this Clause 7 shall survive the termination, however, it arises, of the Contract.
        (iii) References to the employees of Avec Solutions include references to the employees of Avec Solutions, a company owned by East Belfast Partnership, and references to partners include references to the partners of East Belfast Partnership’s associated Partnerships.

Personnel

8    During the term of the Contract and for a period of six months after its termination neither Avec Solutions nor the Client will directly or indirectly solicit, seek or procure the services of any employee or agent of the other party connected with the Contract (other than by general advertising) without the prior written consent of, and upon such terms specified by, the other party.

Suspension and Termination

9  (a) The Client may at any time terminate the contract by giving Avec Solutions not less that 30 days’ prior written notice.

   (b) Avec Solutions may suspend the Contract during the currency of any circumstances which, in the reasonable opinion of Avec Solutions, materially adversely affect the performance of its obligations thereunder or where Avec Solutions reasonably determines that there has been a non-disclosure of material information by the Client or a material change in circumstances (whether by reason of a notification by the Client pursuant to Sub-clause 4(a) or (b) or otherwise) such that if such information has been known or such circumstances existed prior to the parties entering into the Contract, Avec Solutions would not have entered into the Contract.

    (c) Subject to Sub-clause 9 (d) (i), if, following suspension of the Contract as provided for herein, Avec Solutions resumes the performance of its obligations under the Contract, its fee for the Assignment shall be equitably adjusted to account for remobilisation and escalation, and the programme for carrying out the Assignment shall be adjusted to reflect the period and consequences of suspension (including without limitation a reasonable period to allow for remobilisation by Avec Solutions).

    (d) Avec Solutions may (without prejudice to any other rights) by notice in writing to the Client terminate forthwith the Contract and any other Contract with the Client if:
        (i) a period of suspension of the Contract exceeds 30 days; or
        (ii) the Client commits a material breach of any provision of the contract provided if such breach is capable of being remedied that the Client after being given written notice thereof has not remedied the breach within 21 days thereafter; or
        (iii) the Client is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or is unable to pay its debts as they fall due or suspends or threatens to suspend making payments (whether of principal or interest) with respect to all or any  class of its debts;
        (iv) being a company, the Client shall call any meeting of its creditors or have a receiver or manager of all or any of its businesses or assets appointed or if an application for an administration order shall have been made in respect of the Client or if the Client shall enter into any  liquidation.

    (e) If the Contract is terminated as provided for herein:
        (i) each party shall return to the other party all property belonging to the other party then in its possession; and
        (ii) the Client shall pay forthwith on demand by East Belfast Partnership all fees and expenses in respect of all services performed by Avec Solutions under the Contract up to the date of termination together with all reasonable costs and expenses of Avec Solutions incurred in connection with and in consequence of the termination of the Contract.
    (f) Following the termination of the Contact as provided for herein, neither Avec Solutions nor the Client shall have any further right or obligation with respect to each other, except as set forth in this Clause 9, Clause 7 and Sub-clauses 4(c), (d), (e) and (f), 5(c) and 6(a).
    (g) The termination of the Contract as provide for herein shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to Avec Solutions or the Client.

General Provisions

10.  (a) Neither party may assign the Contract in whole or in part without the prior written consent of the other party.

    (b) The Contract shall supersede all previous undertakings, representations, commitments, or agreements whatsoever, whether oral or written, relating to the subject matter of the Contract and shall constitute the entire agreement between the parties. This provision does not exclude any right or remedy either party may have for fraudulent misrepresentation.

    (c) If any term or provision of the Contract shall be held to be invalid, illegal or unenforceable, in whole or in part, such term or provision shall to that extent be deemed not to form part of the Contract but the enforceability of the remainder of the Contract shall not be affected.

    (d) Nothing in the Contract precludes Avec Solutions, nor any partner, employee or agent of Avec Solutions taking such steps as are necessary in order to comply with the processional or ethical rules or guidelines of any relevant professional body of which a partner, employer or agency may be a member.