3. Term and Termination

• 3.1 These terms will start to apply when the Client requests Rika to start a Project, the Client issues a Purchase Order to Rika issues a Service Order to the Client, or when Rika starts providing a Service to the Client, whichever occurs first.
• 3.2 These terms will end 90 days after the last Acceptance of any Deliverable under these terms.
• 3.3 Either Party may end these terms with immediate effect by notice to the other in the event that;
  3.3.1. the other Party breaches any part of these terms and such breach is incapable of remedy or if the breach is remediable, it continues for a period of 30 days after written notice requiring the same to be remedied has been given to the Party in breach; or
  3.3.2. an order is made or a resolution is passed for the winding up of the other Party; or
  3.3.3. a provisional liquidator is appointed in respect of the other Party, an administration order is made in respect of the other Party, a receiver is appointed in respect of the other Party or all or any of its assets or if the other Party is unable to pay any of its debts within the meaning of Section 123 of the Insolvency Act 1986, or if any voluntary arrangement is proposed under Section 1 of the Insolvency Act 1986 in respect of the other Party.
• 3.4 Either Party may end these terms with 30 days’ notice to the other.
• 3.5 In the event of termination for any reason, the Client agrees to pay Rika for all unpaid amounts due for Services carried out prior to termination.

4. Obligations

• 4.1 Each Party undertakes to keep secure from third parties any passwords issued to the other.
• 4.2 Each Party undertakes fully to virus-check all data supplied to the other.
• 4.3 Each Party undertakes to comply with their respective obligations under the Data Protection Act 2018, and any similar legislation, in relation to the Services.

5. Intellectual property and indemnities

• 5.1 Subject to Clause 5.4, We are the owner or licensee of any and all patents, copyright, trade secrets and trademarks that subsist in the Deliverables. Title to the patents, copyrights, trade secrets and trademarks shall remain vested in Us or Our licensors. For the avoidance of doubt, title and all intellectual property rights to any non-licensed design, new software, new protocol, new interface, enhancement, update, derivative works, text content or any other items that We create for You in the execution of this contract and Work Schedule shall be vested in You. Any rights not expressly granted herein are reserved to Us.
• 5.2 Any Licensed Materials included within the Deliverables shall be licensed to You.
• 5.3 When You have paid the corresponding Fees in full You will be granted a non-exclusive, irrevocable, perpetual licence to use all Deliverables that are Licensed by Us, provided that You agree that such Deliverables are provided for Your own internal use only unless otherwise agreed by Us in writing. Such internal use shall exclude the provision of the Deliverables to a third party to use for their own purposes.
• 5.4 You are the owner or licensee of the patent, copyright, trade secrets, trademarks and any other intellectual property rights which subsist in the Client Materials. Title to the Client Materials shall remain vested in You or Your licensors. You hereby grant to Us a non-exclusive, irrevocable licence to use the Client Materials for the purpose of performing Our obligations under the corresponding Contract, for the term of that Contract. You also agree that We may use them (to the extent that the Client Materials are incorporated in any Deliverables) for the purpose of showing the Deliverables to potential new clients as examples of Our work, subject to Us ensuring that any client data, client names, property prices and property images are removed and replaced with notional/representative alternatives to the satisfaction of You.
• 5.5 Subject to the provisions of this Clause 5, You shall defend at Your own expense any claim brought against Us alleging that the normal use of the Client Materials in accordance with the Contract infringes any intellectual property right belonging to a third party (“Materials IP Claim") and You shall pay all damages awarded or agreed to be paid to any third party in settlement of a Materials IP Claim provided that We: a) promptly furnish You with written notice of the Materials IP Claim upon becoming aware of the same; b) make no admissions or settlements without Your prior written consent; c) act in accordance with Your reasonable instructions and provide You with reasonable assistance in respect of the Materials IP Claim; and d) give to You the sole authority to defend or settle the Materials IP Claim.
• 5.6 Subject to the provisions of this Clause 5, and in particular subject to Clause 5.5, We shall defend at Our own expense any claim brought against You alleging that the normal use of the Deliverables in accordance with the Contract infringes any intellectual property right belonging to a third party ("Deliverables IP Claim") and We shall pay all damages awarded or agreed to be paid to any third party in settlement of a Deliverables IP Claim provided that You: a) promptly furnish Us with written notice of the Deliverables IP Claim upon becoming aware of the same; b) make no admissions or settlements without Our prior written consent; c) act in accordance with Our reasonable instructions and provide Us with reasonable assistance in respect of the Deliverables IP Claim; and d) give to Us the sole authority to defend or settle the Deliverables IP Claim.
• 5.7 If in Our reasonable opinion the Deliverables are or may become the subject of a Deliverables IP Claim then We shall either: a) obtain for You the right to continue using the Deliverables which are the subject of the Deliverables IP Claim; b) replace or modify the Deliverables which are the subject of the Deliverables IP Claim so they become non-infringing; or c) if such remedies in (a) and/or (b) above are not in Our opinion reasonably available, then You shall return the Deliverables which are or may become the subject of the Deliverables IP Claim and We shall refund to You the corresponding portion of the Services Fee, as depreciated on a three (3) year straight line basis.
• 5.8 Rika agrees to indemnify You (the client) for all reasonable costs incurred in complying with the provisions of Clause 5.2.
• 5.9 We shall have no liability for any Deliverables IP Claim resulting from the combination of the Deliverables with other products that were neither supplied nor combined with the Deliverables by Us, or if the same results from any breach of Your obligations under the relevant Contract.
• 5.10 This clause states Our entire obligation and liability and Your sole remedy in respect of any infringement or alleged infringement of any intellectual property rights arising from its acquisition, possession or use of the Deliverables. We hereby exclude all other obligations and liabilities in relation to infringement or alleged infringement of the intellectual property rights of any person to the fullest extent permitted by law.
• 5.11 You acknowledge that the Deliverables and their design and specification are Our exclusive intellectual property and that You shall acquire no rights in the Deliverables or any other deliverables created hereunder (including but not limited to the Extras), other than as expressly set out in Clause 13.3.

6. Limitation of Liability

• 6.1 Neither Party is liable for any indirect loss, consequential loss, loss of profit, revenue or goodwill howsoever arising or for any wasted management time, failure to make anticipated savings or liability to any third party arising in any way in connection with these terms or otherwise, whether or not such loss has been discussed by the Parties pre-contract or for any account for profit, costs or expenses arising from such damage or loss.
• 6.2 Rika is not liable for any failure in respect of its obligations hereunder which result directly or indirectly from failure or interruption in software or services provided by third parties.
• 6.3 None of the clauses herein shall apply so as to restrict liability for death or personal injury resulting from the negligence of either Party or their appointed agents.
• 6.4 No matter how many claims are made and whatever the basis of such claims, each Party’s maximum aggregate liability to the other in connection with the Services or otherwise and whether such claim arises in contract or in tort shall be the sum of the Prices subject to these terms.

7. Warranties

• 7.1 We hereby warrant that the Services will be carried out with reasonable skill and care by personnel whose qualifications and experience will be appropriate for the tasks to which they are allocated.
• 7.2 All Deliverables are deemed to have been accepted by the Client if no issues concerning their conformity to the Specification have been raised within 14 days after their delivery by Rika (“Acceptance”).
• 7.3 Rika warrants that for 30 days after Acceptance, Deliverables will materially conform to their Specification. If any Deliverable is modified in any way by any entity other than Rika this warranty shall immediately lapse.
• 7.4 If You believe that We have failed to meet one of the warranty commitments We have set out in Clause 7, You will promptly make Us aware of the problem and give Us a reasonable opportunity to remedy it. We shall work with You to put things right, at no additional cost to You.
• 7.5 If, despite Our reasonable efforts, We believe that We cannot remedy a material breach of warranty We will accept the return of the non-conforming Deliverables and refund the corresponding Fees, and the Contract shall immediately terminate. You agree that the remedies set out in this Clause 7 shall be Your sole remedy for any breach of warranty.
• 7.6 The warranties set out in this Clause 7 are the only warranties that apply to the Services, the Deliverables and the Third Party Software. We hereby exclude all other conditions, warranties, representations or other terms that might otherwise be implied or incorporated into the relevant Contract by law, such as (but not limited to) those of satisfactory quality, fitness for a particular or any purpose or the ability to achieve any particular result.

8. Confidentiality

• 8.1 Rika undertakes not to divulge or otherwise disclose any information provided by the Client pursuant hereto unless such information (otherwise than due to a breach hereof) is to be incorporated in a Deliverable or at that time is already in the public domain
• 8.2 Neither Party shall make any announcement or be involved in any form of publicity referring to any Project without prior written consent from the other Party, such consent not to be unreasonably withheld.

9. Data Protection

• 9.1 You hereby acknowledge that in providing any Services which require access to sensitive or personal data We are acting as a data processor and You are the data controller as defined in the Data Protection Act 2018 (the “Act”). In Our capacity as a data processor We agree to comply with the Seventh Data Protection Principle as set out in the Data Protection Act 2018 relating to data security, and that We shall only use and process such personal data as required for the purposes of fulfilling Our obligations under the relevant Contract.

10. Entire Agreement

• 10.1 These terms form the entire agreement between the Parties. Nothing in this clause relieves either Party of liability for fraudulent misrepresentations and neither Party is entitled to any remedy for any negligent or innocent misrepresentation.
• 10.2 If any provision of these terms is void for whatever reason, it is deemed deleted and the remaining provisions shall continue in full effect.

11. Assignment

• 11.1 Both parties agree that they may not assign the relevant Contract or otherwise transfer any rights or obligations under the relevant Contract except with mutual and prior written consent.

12. Notices

• 12.1 Any notice will be deemed to have been given if sent by first class post or e-mail to the Party concerned at its last known address. Unless otherwise provided in the relevant Contract, all notices shall be deemed as given on the day of their receipt by the receiving party.

13. Force Majeure

• 13.1 Neither party is responsible for failure to fulfil its obligations hereunder due to causes beyond its reasonable control that directly or indirectly delay or prevent its timely performance hereunder. Dates or times by which each party is required to render performance under the relevant Contract shall be postponed automatically to the extent that the party is delayed or prevented from meeting them by such causes.

14. Dispute Resolution

• 14.1 If any dispute arises in connection with these terms, the parties agree to enter into mediation to settle such a dispute and will do so in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR.

15. Personnel

• 15.1 Neither Party will, without the prior written consent of the other Party, during the course of these terms or within 12 months of their termination, solicit, employ or make any offer of employment to any member of the other's employees or agents.
• 15.2 In the event of a breach of this clause, the defaulting Party shall pay to the other, the greater of; a sum equivalent to purchasing the services of the employee or agent or the value of the income that would be generated from that employee or agent for a period of 24 months, or such lesser sum as the Parties may agree. This sum will be payable by way of liquidated damages and is agreed by the Parties to represent fair compensation in such event.

16. Governing Law

• 16.1 These terms shall be governed by the laws of England and the Parties submit to the exclusive jurisdiction of the Courts of England and Wales.

17. Headings

• 17.1 Clause headings have been included in these terms for convenience only and shall not be considered part of, or be used in interpreting, these terms.