VERT Rotors UK Limited
Version 2, Issue 01, June 2018
Agreement: means agreement between the Company and the Supplier for the supply of Services.
Background IPR: means any Intellectual Property Rights owned by or licensed to the Company.
Commencement Date: means the date from which the Supplier provides the Services as set out in the Purchase Order.
Company Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of the Company or its customers and business contacts, including any materials that the Supplier may purchase to undertake the Services as paid for by the Company.
Deliverables: all Documents, products and materials developed by the Supplier in relation to the Services in any form, including parts, tools, materials, computer programs, designs, drawings, data, reports and specifications (including drafts) together with any specific deliverables specified in the Purchase Order.
Delivery Date: date as quoted by the Supplier and specified in the Purchase Order
Development Services: means such services to be provided by the Supplier under the Agreement in relation to the design of the Product or such other research, design and/or development services as may be described in the Purchase Order.
Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
Input Material: means all Documents, information and materials provided by the Company relating to the Services, including drawings, CAD files, computer programs, data, reports and any other technical specifications specified by the Company in relation to this Agreement.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Manufacturing Services: means such services to be provided by the Supplier under the Agreement in relation to the manufacture of the Product as may be described in the Purchase Order.
Product: means the Product to be developed and /or manufactured under the Agreement.
Services: means the Development Services and /or Manufacturing Services to be provided by the Supplier under the Agreement as set out in the Purchase Order.
Purchase Order: means the applicable document setting out the Specification, details of the Supplier, fees, delivery conditions, and the Services and which together with these Terms and Conditions forms the Agreement.
Specification: means technical requirements as set out in the Purchase Order and Input Material, and responses to the technical questions asked by the Supplier, which may be supplied by email.
This clause 6 shall only apply where the Supplier is providing Manufacturing Services
On termination of the Agreement for whatever reason the Supplier shall:
The Supplier shall not use any of the Deliverables, or reference any of its work under the Agreement, in any promotional or marketing materials unless it has obtained the Company’s prior written permission to do so.
Nothing in the Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Each party on behalf of itself acknowledges and agrees with the other party that: the Agreement together with any documents referred to in it constitutes the entire agreement and understanding between the Company and the Supplier and supersedes any previous arrangement, understanding or agreement between them relating to the Agreement.
No variation of the Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.