1. Payment by the Customer is required before any activity can commence. Invoices are prepared and dispatched by StraightIn for the service to be delivered.
2. Should for any reason an invoice become overdue, StraightIn reserves the right to instigate legal proceedings or instruct recovery agents to recover overdue debt and claim back extra costs incurred by this action from the customer. If such action is taken, StraightIn will invoice for the remaining contracted period to include in their claim. If the Customer fails to pay any of the fees and charges due hereunder (which are not in dispute) and fails to cure such delinquency within thirty (30) days following notice of nonpayment, StraightIn shall have the right, in its sole and absolute discretion, to immediately suspend all or a part of the Services. The Customer shall remain liable for all unpaid fees and charges incurred during any period of suspension, notwithstanding that all or a part of the Services may not have been provided by StraightIn.
3. StraightIn reserves the right to terminate this Agreement immediately if the Customer ceases to carry on business, is wound up or is dissolved.
4. The Customer hereby agrees to keep in strict confidence all technical or commercial know how, specifications, inventions, processes or initiatives which are of a confidential nature which are the property of StraightIn but which have been disclosed to you by StraightIn.
5. After commencing use of StraightIn, the Customer is forbidden to recruit any of StraightIn’s employees within 12 months of the end of this agreement. The Customer is also forbidden to employ any services of any of StraightIn’ employees or former employees within 12 months of the end of this agreement, even if available indirect of StraightIn.
6. Nothing in this document shall limit or exclude StraightIn’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982;
(d) any other liability which cannot be limited by law.
Subject to 6(a)-(d) above:
(a) StraightIn shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any special, indirect or consequential loss arising under or in connection with this contract; and
(b) StraightIn’ total liability to the Customer in respect of all other losses arising under or in connection with this contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the sums paid by the Customer to StraightIn, in the 12 months preceding the date of commencement of such claims.
Except as set out in this document, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this contract.
7. No amendments to this document will be accepted unless in writing and signed and initialed by an authorised representative of StraightIn and the customer. No other representations or conversations form part of this contract.
8. For the purposes of this contract, Force Majeure Event means an event beyond the reasonable control of StraightIn including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of StraightIn or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(a) StraightIn shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this contract as a result of a Force Majeure Event.
(b) If the Force Majeure Event prevents StraightIn from providing any of the services under this contract for more than [8 weeks], StraightIn shall, without limiting its other rights or remedies, have the right to terminate this contract immediately by giving written notice to the Customer.
9. The laws of England shall govern the performance of the agreement and the English courts will have exclusive jurisdiction thereon.