These conditions alone shall govern and be incorporated into every contract for the provision of services incorporating bespoke development entered into by Sett Software Ltd t/a Sett known hereinafter as the Provider a Client known hereinafter as the Client. These conditions shall apply in place of and prevail over any terms and conditions of the buyer. No variation of these terms and conditions shall be effective unless expressly agreed by the Provider in writing.

• Proposals will be prepared by the Provider on the basis of information given in writing regarding by the Client regarding the Client's requirements and are for information only. A proposal is not to be considered an offer by the Provider. All proposals remain valid for FOURTEEN (14) days from the date of issue by the Provider to the Client unless otherwise agreed in writing by the Provider.
• An order or instruction to commence development from the Client shall not be considered a contract between the Client and the Provider unless accepted by the Provider whereupon these Terms and Conditions will be deemed to have been accepted unconditionally by the Client IDL Technologies employees are required to acknowledge that they understand and will strictly abide by our corporate policies with respect to the confidentiality of user personal information. Passwords are regularly changed pursuant to security protocols.
• Where the Client requests subsequent to the order such additional work as not contemplated by the proposal and/or outside the scope of the Client's requirements as communicated in writing prior to the preparation of the proposal the Provider reserves the right to levy additional charge at an hourly rate not excluding the provider's standard hourly rate for provision of such type of work.

• Where a project is to be completed in stages, the Provider reserves the right to commence a development stage prior to the completion of stages preceeding that development stage as detailed in the Proposal and/or prior to the date upon which that stage was due to commence as detailed in the Proposal.
• No order which has been accepted by the Provider may be cancelled by the Client unless agreed in writing by the Provider and on condition that the Client shall indemnify the Provider in full against all loss, costs, damages, charges and expenses incurred by the Provider as a result of the cancellation whether or not such loss costs damages charges and expenses were due to occur before on or after the date of cancellation.

The Client shall afford the Provider such access to records information personnel and other material under the control of the Client as the Provider may reasonably require to provide the services detailed in the contract.

1. The Provider may terminate the contract in the event that:
1. The Client fails to pay any amount due to the Provider under the Contract;
2. The Client fails to perform any of the obligations on its part to be performed pursuant to this Contract and such failure is not remedied by the Client within TWENTY-EIGHT (28) days after receiving notice requiring the Client to do so;
2. Either party shall be entitled to terminate the contract in the event that the other party shall:
1. Commit a material breach of its obligations under the contract which (in the case of a breach which is capable of being remedied) shall not have been remedied within 28 days after receipt of a written request to do so;
2. pass a resolution for winding-up;
3. make any voluntary arrangement with its creditors or become subject to an administrative order;
4. have a receiver or administrative receiver or liquidator appointed;
5. cease to carry on business.

The Provider shall make reasonable efforts to meet agreed project and individual stage target commencement and completion dates; however the project plan shall not be contractually binding and times specified therein shall not be of the essence.

1. The Provider warrants that the services will be performed with reasonable skills and care. All other warranties, conditions or other terms implied by statute or law are excluded to the fullest extent permitted by law
2. Where any valid warranty claim is made under the foregoing within 28 days of statement of delivery by the Provider the Provider will at its sole discretion make good any defect free of charge or grant credit to or refund to the Client the price of the project or project stage (or proportionate part thereof) provided that the Provider shall have no further liability to the Client.
3. Any liability in respect of a contract shall be limited to the price paid by the client under that contract.
4. The Provider may at any point prior to commencement of or within the warrenty period at its sole discretion request a definitive list of percieved bugs and or defects known hereinafter as a Snagging List from the Client, which shall once agreed by the Provider be considered full and final in respect of existing and future warrenty claims. Following stated rectification of items specified on the Snagging List, or failure by Provider and Client to agree on items to be contained within the Snagging List within FOURTEEN (14) days from the date of such a request by the provider, all obligations of the Provider to the Client shall be deemded to be satisfied.
5. The Provider shall be under no liability if the goods have not been paid for in full by the due date for payment.

The Provider shall not be liable to pay compensation for any loss consequential or otherwise caused by any delays caused directly or indirectly by uncontrollable events including failure by subcontractors or suppliers to deliver any goods or perform any services. Without prejudice to the generality of the foregoing uncontrollable events include acts of God war strikes industrial action short of a strike blackouts accidents fire blockade import or export embargo natural catastrophy or other obstacles over which the Provider has no control.

1. Unless notified in writing by the Client any information or documentation supplied by the Client to the Provider shall not be deemed as confidential.
2. Any and all material supplied by the Provider to the Client in the performance of the Contract shall be deemed as confidential. The Client warrants that it will take all reasonable steps to avoid the disclosure of such material to third parties, and the Client indemnifies the Provider from any and all costs and losses associated with failure under the foregoing including but not limited to legal costs and consequential damages to the Provider brought about whether directly or indirectly by such failure.
3. Unless explicitly agreed in writing, under no circumstances will general information on the project its nature technologies employed and end user be regarded as confidential information and may form part of future case studies or press releases by the Provider.

1. The Provider may at its sole discretion make use of intellectual property owned by organisations other than the Client or Provider and supplied under license including but not limited to libraries source code components or applications ("third party components") in fulfilment of the Contract.
2. The Client warrants that it will comply with any and all obligations applicable to Third Party Components by virtue of the license under which such Third Party Components are supplied and the Client indemnifies the Provider from any and all costs and losses associated with failure of the Client to comply with any and all obligations so arising including but not limited to legal costs and consequential damages to the Provider brought about whether directly or indirectly by such failure to comply.

1. All intellectual property including but not limited to copyright database right design right and patent developed by the Provider under the contract including but not limited to proposals plans documents source code database schemas and interpretable and executable code shall be deemed to belong to the Provider unless otherwise agreed by the Provider in writing and shall be licensed to the Client for use for the purpose and manner as described in the contract whereby the number of concurrent installations or copies of interpretable or executable code or database schemas utilised in a system operational for any purpose shall be ONE (1) unless otherwise agreed in writing by the Provider.
2. Such intellectual property must not be reproduced, and must not be disclosed, offered for sale, sold or otherwise transferred to a party other than the Client or Provider.
3. The Provider may at its sole discretion include such devices as it deems necessary to prevent the unauthorised use of its intellectual property including but not limited such unauthorised uses as described herein ("DRM"). The Client warrants that neither it nor its agents shall modify remove attempt to modify or attempt to remove such DRM devices.
4. The Client agrees to indemnify the Provider from any and all costs and losses associated with failure of the Client to comply with any and all obligations so arising including but not limited to legal costs and consequential damages to the Provider brought about whether directly or indirectly by such failure to comply.

The Client agrees that it will not at any time either during the project or for a period of one year following completion or termination of the project without the prior written consent of the Provider directly or indirectly entice solicit or endeavour to entice or solicit away from the Provider any employee with whom the Client has come into contact in connection with the provision of services by the Provider.

1. The Client shall in addition to the net price for completion of services pay to us the amount of any Value Added Tax or any other sales tax at the rate in force at the time the goods are invoiced and all relevant foreign currency and export and import duties and other costs incurred for projects undertaken on behalf of Clients whose Registered Office or place of business is outside the United Kingdom.
2. The Client shall pay the price for the services in full within FOURTEEN (14) days following the date of invoice unless otherwise notified in writing by the Provider and or stipulated to the contrary by means of a payment schedule.
3. The fees charged by the Provider shall be exclusive of reasonable disbursement and expense items and VAT in respect thereof, incurred on behalf of the client and wholly and necessarily incurred in respect of the contract including but not limited to travel accommodation messenger services postage stationery and materials such disbursements being invoiced to the client at the end of the stage or project.
4. Where payment is not made by the Client by the due date in respect of any invoiced amount then all issued invoices whether dated before or after the due date of that invoice in respect of which there has been a default in payment shall become immediately due and payable in full. Where payment is not made by the Client by the due date in respect of any invoiced amount the Provider reserves the right to charge interest to the Client on the amount unpaid at the rate of 4% per annum above Barclays' base rate calculated on a daily rate. The Client agrees to indemnify the Provider in respect of all costs and losses associated with receiving late payment including but not limited to legal costs recovery costs and consequential damages to the Provider brought about whether directly or indirectly by such late payment.

The Provider reserves the right to revise and amend these Terms and Conditions from time to time, which will be made available on the Providers website and by request.

1. The Provider may at any time assign, novate, transfer, charge, sub-contract or delegate any contract between the Provider and the Client to any third party and/or agent as the Provider may think fit, including the Provider transferring, assigning, charging, sub-contracting or delgating its rights and obligations to a third party.
2. The Provider is entitled to carry out any variations to its Terms and Conditions without the Client’s consent and/or permission. However, the Provider shall inform the Client about the variations by way of updating its Terms and Conditions on its website.
3. It is the Client’s responbility to regularly check the Provider’s website for any changes to its Term and Conditions, however, the Provider may exercise its discretions to inform the Clients by way of an e-mail or a letter as the Provider may think fit.
4. The Client shall contact the Provider within 48 hours of the variation to make a formal complaint, after 48 hours the variations shall be deemed accepted.

Forbearance or indulgence shown or granted whether in respect of these Terms and Conditions or otherwise shall not affect or prejudice the Provider's right against the Client or be taken as a waiver of these Terms and Conditions.

Any contract incorporating these Terms and Conditions shall be governed by and construed in accordance with the laws of England and both parties hereby agree to submit to the jurisdiction of the English courts.