1. Definitions
- "VIPai" refers to VIPai Ltd., a company registered in [England and Wales/Scotland/Northern Ireland] (Company Number: 15431237).
- "Client" refers to any individual or entity engaging VIPai for services.
- "Services" refer to the IT services provided by VIPai to the Client as specified in an agreement or proposal.
2. Services
- VIPai agrees to provide the Services to the Client in accordance with the terms of this agreement.
- The specific details of the Services, including scope, timelines, and deliverables, will be agreed upon in writing between VIPai and the Client.
3. Fees and Payment Terms
- The Client agrees to pay VIPai the fees as set out in the agreement or proposal.
- Payment terms: payment due within 15 days of invoice date.
- Late payment: VIPai reserves the right to charge interest on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4. Intellectual Property
- VIPai retains all intellectual property rights in any materials, software, or documentation developed or provided by VIPai in connection with the Services.
- Upon full payment of all fees, VIPai grants the Client a non-exclusive, royalty-free license to use such materials solely for the Client’s internal business purposes.
5. Confidentiality
- Each party agrees to keep confidential all non-public information received from the other party that is marked as confidential or would normally be considered confidential.
- This obligation of confidentiality shall survive termination of this agreement.
6. Limitation of Liability
- VIPai's liability for any claims arising out of or related to this agreement shall be limited to the total fees paid by the Client to VIPai under this agreement.
- VIPai shall not be liable for any indirect, consequential, or incidental damages arising out of or related to this agreement.
7. Termination
- Either party may terminate this agreement upon [written notice of a period of 45 days' written notice].
- Upon termination, the Client shall pay VIPai for all Services provided up to the effective date of termination.
8. Governing Law and Dispute Resolution
- This agreement shall be governed by and construed in accordance with the laws of [England and Wales/Scotland/Northern Ireland].
- Any disputes arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of [city or region].
9. Miscellaneous
- Entire agreement: This agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
- Amendments: Any amendments to this agreement must be in writing and signed by both parties.
10. Contact Information