General Terms and Conditions
Flow Computing Technologies Ltd.
1, The Agreement for the Provision of Services shall become effective upon its signing by both parties through their duly authorized representatives, or at the time when, between the Customer and Flow Computing Technologies Ltd. (hereinafter referred to as: “Service Provider”), any purchase order received on the basis of a non-binding offer issued by Service Provider has been confirmed in writing and signed by a duly authorized representative of Service Provider.
2, We reserve the right to modify in writing the terms of payment included in our offers if settlement by the Customer of any partial invoice issued on the basis of partial performance as specified in the relevant offer has been in delay for more than 8 days or if the relevant invoice has not been settled.
3, If no objections have been raised in writing by the Customer against this General Agreement for the Provision of Services within 8 days, then the Customer shall have acknowledged such General Agreement for the Provision of Services as binding upon itself.
4, In the case of contract analysis services, as a consequence of the very nature of numerical simulation itself, some investigations may bring about unforeseeable computing problems (e.g. the need for increased computing capacity). Service Provider shall promptly notify the Customer of any possible problems that may come up, and they shall agree in writing about the expected completion date of the task.
5, Service Provider will only commence the contract analysis services when it is in possession of comprehensive technical documentation which clearly defines the task to be performed and which provides the inputs required for it.
6, Responsibility for the content and accuracy of the technical documentation serving as a basis for the task definition, as well as responsibility for its compliance with applicable statutes and requirements shall be assumed by the Customer. If any possible fault of the analysis can be attributed to such causes, then Service Provider shall not be obliged to review and revise the findings under any warranty. In such cases, Service Provider shall be entitled to submit its relevant invoice for the work performed as per the remuneration stipulated in the Agreement, and the Customer shall settle such invoice.
7, Responsibility for a correct definition of the task to be performed shall be assumed by the Customer. Requesting new partial tasks after the relevant order has already been confirmed shall constitute the object of a new request for proposal.
8, Any complaints will only be accepted for reviewing, within 3 days of performance, if such complaints are submitted in writing and are properly substantiated by the justifying technical content. On the basis of such accepted complaints, Service Provider shall be entitled to review the findings and, if needed, to modify the record without any reduction of the agreed remuneration. For modifications performed on the basis of complaints recognized as justified, Service Provider shall not charge any additional remuneration. Otherwise, the Customer acknowledges the contract work as fulfilled.
9, The applicable law is the law of the United Kingdom.
Terms of Payment
10, Credit assessment of the Customer shall commence from the time of establishing a contact. We reserve the right to change the terms of payment set forth in the Agreement for the Provision of Services, especially in the case of receiving any information in the course of the Customer’s credit assessment which may substantially influence the settlement of the invoice to be issued.
11, In case Service Provider is contracted on an hourly basis, Service Provider charges an hourly rate specific to human labour and also an hourly rate specific to compting (CPU) time. Service Provider collects statistics of the hours used both for human labour and for CPU time. This statistics is sent to Customer for review and when accepted becomes the basis of the amount invoiced.
12, Service Provider reserves the right to reject a purchase order received from Customer, especially if purchase order contains other technical requirements and/or delivery times and/or payment terms than the non-binding offer issued by the Service Provider to which the purchase order refers.
13, On invoices settled with a delay, Service Provider shall be entitled to charge late payment interest.
14, If and to the extent that the fulfilment by either contracting party of any provisions set forth in this Agreement has become wholly or partially impossible due to any cause (including but not limited to fires, floods, storms, strikes, riots, wars, commotions, accidents or other causes constituting force majeure events), then the fulfilment of relevant requirements and/or the performance of this Agreement’s parts affected by the force majeure event may be suspended until the end of such hindrance to performance by sending written notification thereof to the other contracting party within 5 workdays.
Until the end of the above-mentioned hindrance to performance, the party not hindered in performance shall be entitled but not obliged to engage third parties in order to satisfy its needs (which needs would otherwise be satisfied in accordance with the Agreement).
The contracting party hindered in performance shall do its utmost in order to put an end to the state of being hindered in performance, within thirty (30) workdays of the notification concerning such hindrance to performance. Otherwise, the other party shall be entitled to declare in writing that this Agreement is terminated through impossibility of performance (until such notification the Agreement shall not be terminated), in which case this shall not entail any penalty for frustration.