In these Terms and Conditions, the following defined terms shall have the meanings ascribed to them below, unless the context otherwise requires. Where the context permits, references to the singular include the plural and vice versa, references to any gender include all genders, and references to persons include natural persons, corporations and unincorporated associations.
"Agreement" means the contract between RUNIX DATA LTD and the Client for the supply of Services, comprising these Terms and Conditions together with the relevant Project Specification, the Order Confirmation, and any other documents expressly incorporated by reference.
"Applicable Law" means all laws, statutes, statutory instruments, regulations, codes, guidance notes and other instruments having legal effect in England and Wales that apply to or govern either party's obligations under the Agreement, as amended or re-enacted from time to time.
"Background IP" means all intellectual property rights owned by or licensed to RUNIX DATA LTD prior to or independently of the Agreement, including all pre-existing software, frameworks, libraries, tools, methodologies, know-how, documentation and other materials that RUNIX DATA LTD incorporates into or uses in the delivery of the Services.
"Charges" means the fees, rates and other amounts payable by the Client to RUNIX DATA LTD for the Services as set out in the Project Specification or as otherwise agreed in writing between the parties.
"Client" means the legal entity, institution, organisation or individual named in the Order Confirmation as the recipient of the Services.
"Client Materials" means all materials, data, documents, information, images, audio files, video files, collection records, heritage data, architectural plans, historical records, photographs, artefact models and any other content or assets provided by the Client to RUNIX DATA LTD for use in connection with the Services.
"Commencement Date" means the date on which the delivery of the Services is to begin, as specified in the Project Specification or as otherwise agreed in writing.
"Confidential Information" means all information disclosed by one party to the other in connection with the Agreement that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure, including but not limited to technical data, trade secrets, business strategies, financial information, client lists, project plans and methodologies.
"Deliverables" means the specific outputs, products, software applications, digital assets, documentation and other materials to be produced and delivered by RUNIX DATA LTD to the Client as part of the Services, as described in the Project Specification.
"Force Majeure Event" has the meaning given in Clause 13 of these Terms and Conditions.
"Intellectual Property Rights" means all patents, utility models, rights to inventions, copyright and neighbouring rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill, rights in designs, database rights, rights to use and protect the confidentiality of Confidential Information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist anywhere in the world.
"Order Confirmation" means RUNIX DATA LTD's written confirmation of the Client's order for Services, which, together with the Project Specification and these Terms and Conditions, constitutes the Agreement.
"Project Materials" means all materials, works, code, software, databases, content, documentation and other outputs created by RUNIX DATA LTD specifically for the Client in the performance of the Services (excluding Background IP), which vest in the Client upon full payment of all Charges in accordance with Clause 6.
"Project Specification" means the document setting out the scope of the Services to be provided, the key milestones and delivery schedule, the Charges, the acceptance criteria for the Deliverables, and any other project-specific terms agreed between the parties, as attached to or referenced in the Order Confirmation.
"RUNIX DATA LTD" or "the Company" means RUNIX DATA LTD, a company registered in England and Wales, with its registered office at 63 Ladys Gift Road, Tunbridge Wells, Kent, TN4 0JT, United Kingdom.
"Services" means the VR application development services, heritage digitisation services, immersive content design services, platform integration services, experience analytics services, AR feature development services and any other professional services to be provided by RUNIX DATA LTD to the Client as described in the Project Specification.
"VAT" means United Kingdom Value Added Tax, chargeable in accordance with the Value Added Tax Act 1994 and all applicable HMRC guidance.
Headings in these Terms and Conditions are for ease of reference only and shall not affect the interpretation of any provision. References to Clauses are references to clauses of these Terms and Conditions unless otherwise stated. References to writing include email where it is in a durable form.
These Terms and Conditions apply to and are incorporated into all Agreements between RUNIX DATA LTD and the Client. They supersede all prior representations, negotiations, understandings, proposals and discussions between the parties, whether oral or written, relating to the subject matter of the Agreement. No variation, modification or amendment to the Agreement shall be effective unless agreed in writing and signed (or confirmed by email) by authorised representatives of both parties.
The Agreement is formed when RUNIX DATA LTD issues an Order Confirmation in response to the Client's written acceptance of RUNIX DATA LTD's proposal or quotation. The Client's submission of a purchase order, written acceptance of a proposal, or payment of a deposit shall each constitute acceptance of the Agreement on the terms set out herein, unless the Client has submitted terms of its own and RUNIX DATA LTD has expressly agreed in writing to those terms superseding these Terms and Conditions. In the absence of such express written agreement, these Terms and Conditions shall prevail over any conflicting terms submitted by the Client.
Any quotation or proposal issued by RUNIX DATA LTD is valid for a period of thirty days from the date of issue unless otherwise stated in the proposal document. RUNIX DATA LTD reserves the right to withdraw or amend any proposal before the Client's acceptance is communicated, and is not obliged to accept any order from any Client. A contract is only formed upon the issue of an Order Confirmation by RUNIX DATA LTD.
The Client acknowledges that it has not relied upon any representation, warranty or undertaking made by or on behalf of RUNIX DATA LTD that is not expressly set out in the Agreement. Nothing in this Clause shall limit or exclude any liability arising from fraudulent misrepresentation.
Where a Client engages RUNIX DATA LTD for multiple projects, a separate Agreement is formed for each project unless the parties agree in writing that multiple projects shall be governed by a single master agreement incorporating these Terms and Conditions. In the event of conflict between a master agreement and these Terms and Conditions, the master agreement shall prevail to the extent of any inconsistency.
RUNIX DATA LTD shall provide the Services described in the Project Specification with reasonable skill and care, in accordance with these Terms and Conditions and with all applicable professional standards. RUNIX DATA LTD will endeavour to deliver the Services by any dates specified in the Project Specification, but time of delivery shall not be of the essence of the Agreement unless expressly stated to the contrary in the Project Specification.
RUNIX DATA LTD shall provide the Services in accordance with its documented development methodology, which includes a defined sequence of: project briefing, scope definition, content audit, development sprints with client review cycles, quality assurance testing, and final delivery with documentation. The application of this methodology is a material part of our service and is fundamental to the quality of Deliverables produced.
RUNIX DATA LTD may amend or vary the methodology applied to any particular project where it reasonably determines that such amendment is necessary or desirable for the effective delivery of the Services. RUNIX DATA LTD will notify the Client of any material change to its methodology and will not make any change that would materially disadvantage the Client without the Client's prior written consent.
RUNIX DATA LTD may engage subcontractors in the performance of the Services, provided that RUNIX DATA LTD remains responsible to the Client for the quality and delivery of the Services as if RUNIX DATA LTD had performed them directly. RUNIX DATA LTD shall ensure that all subcontractors are bound by obligations of confidentiality and data protection at least equivalent to those applicable to RUNIX DATA LTD under the Agreement.
The specific technology platforms, software frameworks, game engines, rendering systems and hardware targets used in the delivery of the Services shall be as specified in the Project Specification or as agreed in writing during the project scoping phase. RUNIX DATA LTD reserves the right to make technical implementation choices within the agreed parameters where those choices do not affect the agreed functional specification of the Deliverables.
RUNIX DATA LTD shall maintain adequate resources to perform the Services and shall notify the Client promptly if any circumstances arise that might reasonably be expected to affect the timing or quality of delivery. Where delays arise due to circumstances outside RUNIX DATA LTD's control, RUNIX DATA LTD shall notify the Client and use reasonable endeavours to mitigate the impact of such delays.
Where the Services include on-site survey, digitisation or related fieldwork activities at premises belonging to or managed by the Client, the Client shall provide RUNIX DATA LTD with reasonable access to those premises on agreed dates, shall ensure that health and safety requirements are communicated in advance, and shall obtain any necessary permissions from third parties for access to the relevant spaces.
The Client acknowledges that the effective and timely delivery of the Services depends upon the Client's active cooperation and the provision of accurate, complete and timely information, materials and feedback. The Client agrees to fulfil all obligations identified as Client responsibilities in the Project Specification and to cooperate reasonably with RUNIX DATA LTD throughout the performance of the Agreement.
The Client shall provide RUNIX DATA LTD with all Client Materials required for the Services in the formats, resolutions and file specifications notified by RUNIX DATA LTD, and within the timeframes set out in the Project Specification. The Client warrants that it holds all necessary rights, licences and permissions in respect of the Client Materials and that RUNIX DATA LTD's use of the Client Materials for the purposes of the Services will not infringe the Intellectual Property Rights of any third party or breach any applicable law.
The Client shall designate a named representative with sufficient authority and availability to make decisions on behalf of the Client during the project, to provide timely feedback on development outputs, and to sign off milestone deliverables within the timeframes specified in the Project Specification. Delays caused by the Client's failure to provide timely feedback or approvals shall not be the responsibility of RUNIX DATA LTD and may result in adjustments to the delivery timeline, for which RUNIX DATA LTD shall not be liable.
Where the Client requires RUNIX DATA LTD to incorporate third-party content into the Deliverables, including but not limited to licensed images, audio recordings, video content, artefact data from third-party collections, or data from external heritage registries, the Client shall obtain and maintain all necessary licences for such use and shall provide RUNIX DATA LTD with evidence of those licences on request. RUNIX DATA LTD shall not be liable for any claims arising from the Client's failure to obtain adequate licences for third-party content incorporated at the Client's direction.
The Client shall promptly notify RUNIX DATA LTD of any inaccuracies, errors or issues identified in the Deliverables during any review or testing phase, and shall not deploy or make publicly available any Deliverables that have not been formally signed off in accordance with the acceptance process described in Clause 9 of these Terms and Conditions.
The Client shall not, without the prior written consent of RUNIX DATA LTD, communicate to any third party the terms of the Agreement, disclose the Charges payable under it, or make any public announcement in connection with the Agreement. The Client may, however, describe the nature of the services received and refer to RUNIX DATA LTD as its service provider in the ordinary course of its public communications about its digital programmes.
The Client shall promptly inform RUNIX DATA LTD of any change in the Client's legal structure, ownership or key personnel that may affect the performance of the Agreement, and shall ensure that the Agreement remains binding upon any successor organisation in accordance with Clause 16.6 of these Terms and Conditions.
The Client shall ensure that all staff and volunteers who will use, operate or manage any Deliverables after handover are made available for any training sessions reasonably required to ensure effective use of the delivered systems. RUNIX DATA LTD will provide reasonable training as part of the delivery process where specified in the Project Specification, but shall not be responsible for deficiencies in use arising from inadequate training of Client staff following handover.
The Charges for the Services shall be as set out in the Project Specification. All Charges are exclusive of VAT unless otherwise stated. VAT shall be charged at the prevailing rate applicable at the time of invoicing and shall be payable by the Client in addition to the Charges.
Unless otherwise agreed in the Project Specification, payment shall be structured as follows: a deposit of fifty percent of the total project Charges shall be invoiced upon execution of the Agreement and shall be payable within fourteen days of the invoice date; a further twenty-five percent shall be invoiced upon completion of the first major development milestone as defined in the Project Specification, payable within fourteen days; and the remaining twenty-five percent shall be invoiced upon final delivery and Client acceptance of the Deliverables, payable within fourteen days. RUNIX DATA LTD reserves the right to agree alternative payment structures with Clients in the Project Specification, in which case the agreed alternative shall supersede this default schedule.
All invoices shall be payable within the terms stated on the invoice, which shall be no less than fourteen days from the invoice date unless otherwise agreed. Time of payment is of the essence of the Agreement. Payment shall be made by bank transfer to the account details specified on RUNIX DATA LTD's invoice. RUNIX DATA LTD does not accept payment by cheque without prior written agreement.
If the Client fails to make payment by the due date, RUNIX DATA LTD shall be entitled to: suspend performance of the Services (including suspension of access to any shared project management platforms or draft Deliverables) until the overdue amount is paid in full; charge interest on the overdue amount at the rate of eight percent per annum above the Bank of England base rate, accruing daily from the due date until the date of actual payment, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; and claim reasonable debt recovery costs in accordance with that Act.
RUNIX DATA LTD reserves the right to invoice for reasonable additional Charges where the scope of the Services is materially increased by Client instructions or Client-requested changes after the Agreement is formed, and where such increase was not reasonably foreseeable at the time of contracting. RUNIX DATA LTD will notify the Client in writing of any proposed variation in Charges before performing the additional work, and the Client's written authorisation shall be required before any additional Charges are incurred. Where the Client requests changes to the agreed scope during the project, RUNIX DATA LTD will provide a written change order specifying the impact on the Charges, timeline and scope before any changes are implemented.
Where the Project Specification includes retainer, maintenance or post-delivery analytics services, the Charges for those ongoing services shall be invoiced monthly in advance unless otherwise agreed. RUNIX DATA LTD may adjust the Charges for ongoing services on not less than thirty days' written notice to the Client, and the Client may terminate the relevant ongoing services engagement on thirty days' written notice if it does not accept the revised Charges.
All amounts payable under the Agreement shall be paid in pounds sterling (GBP) unless otherwise agreed in writing. Where payment is made in a currency other than GBP, the Client shall bear all currency conversion costs and bank charges, and RUNIX DATA LTD shall not be responsible for any shortfall arising from exchange rate fluctuations.
RUNIX DATA LTD is registered for VAT in the United Kingdom. Our VAT registration number is available on request and is shown on all VAT invoices issued by RUNIX DATA LTD. The Client is responsible for obtaining any documentation it requires in connection with the recovery of VAT on payments made to RUNIX DATA LTD.
All Intellectual Property Rights in the Background IP shall remain vested in RUNIX DATA LTD or its licensors. Nothing in the Agreement transfers any right, title or interest in the Background IP to the Client. RUNIX DATA LTD grants the Client a perpetual, non-exclusive, royalty-free licence to use the Background IP to the extent incorporated into the Deliverables, solely for the Client's internal operational and public access purposes in connection with the use of the Deliverables as intended by the Agreement. This licence does not permit the Client to sub-license, modify, reverse engineer or otherwise exploit the Background IP beyond what is reasonably necessary for the use of the Deliverables.
Subject to full payment by the Client of all Charges due under the Agreement, RUNIX DATA LTD assigns to the Client, with full title guarantee, all Intellectual Property Rights in the Project Materials created specifically for the Client as part of the Services. The assignment takes effect upon receipt by RUNIX DATA LTD of the final payment due under the Agreement. Where full payment has not been received, RUNIX DATA LTD retains all rights in the Project Materials and the Client shall have no right to use, deploy, copy, distribute or otherwise exploit the Project Materials without RUNIX DATA LTD's prior written consent.
For the avoidance of doubt, the term "Project Materials" does not include: (a) any RUNIX DATA LTD proprietary software, frameworks or libraries used in the development of the Deliverables, which remain subject to the Background IP licence described above; (b) any third-party software, libraries or content incorporated in the Deliverables under open-source or commercial licences, which continue to be governed by their respective licence terms; or (c) any general development techniques, methodologies, or know-how acquired or refined by RUNIX DATA LTD in the course of delivering the Services, which are part of RUNIX DATA LTD's Background IP.
RUNIX DATA LTD warrants that, to the best of its knowledge, the Deliverables as created by RUNIX DATA LTD (excluding Client Materials and third-party content incorporated at the Client's direction) will not infringe the Intellectual Property Rights of any third party. If any third-party claim of infringement arises in relation to RUNIX DATA LTD-created elements of the Deliverables, RUNIX DATA LTD shall, at its option and expense, modify the relevant elements to avoid infringement, obtain a licence for the Client to continue using the elements, or replace the infringing elements with non-infringing alternatives of equivalent functionality. This warranty does not extend to infringement claims arising from Client Materials, Client instructions, combination of Deliverables with materials not provided by RUNIX DATA LTD, or any modifications made to the Deliverables by the Client or third parties after delivery.
The Client grants RUNIX DATA LTD a non-exclusive, royalty-free licence to use the Client Materials for the purpose of performing the Services during the term of the Agreement. This licence terminates upon expiry or termination of the Agreement, save that RUNIX DATA LTD may retain copies of Client Materials in accordance with its data retention policies as described in its Privacy Policy.
RUNIX DATA LTD reserves the right, subject to any confidentiality restrictions that apply, to include a reference to the Client and to describe the nature of the work performed for the Client in RUNIX DATA LTD's marketing materials, case studies, website and portfolio. RUNIX DATA LTD will seek the Client's reasonable approval before publishing any detailed case study that includes specific performance metrics or other commercially sensitive information.
Each party (the "Receiving Party") undertakes to maintain in strict confidence all Confidential Information received from the other party (the "Disclosing Party") in connection with the Agreement, to use it only for the purposes of performing its obligations or exercising its rights under the Agreement, and not to disclose it to any third party without the Disclosing Party's prior written consent, except as expressly permitted by these Terms and Conditions.
The obligations of confidentiality in this Clause shall not apply to information that: (a) was already in the public domain at the time of disclosure or subsequently enters the public domain through no fault of the Receiving Party; (b) was already known to the Receiving Party prior to disclosure, as evidenced by written records predating the disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by the Receiving Party pursuant to a legal obligation, court order, or the requirement of a competent regulatory authority, provided that the Receiving Party gives the Disclosing Party as much prior written notice as practicable before making such disclosure and cooperates reasonably with any effort by the Disclosing Party to seek a protective order or other confidential treatment.
Each party shall restrict access to the other party's Confidential Information to those of its employees, officers, contractors and professional advisers who have a genuine need to know the information for the purposes of the Agreement and who are bound by written obligations of confidentiality at least as stringent as those contained in this Clause. Each party shall be responsible for any breach of confidentiality by its personnel to the same extent as if that breach had been committed by the party itself.
The obligations of confidentiality in this Clause shall survive the expiry or termination of the Agreement for a period of five years from the date of expiry or termination. In the case of trade secrets, the obligations shall continue for as long as the information retains its character as a trade secret under Applicable Law.
Upon termination or expiry of the Agreement, or upon the Disclosing Party's written request at any time, the Receiving Party shall promptly return or securely destroy (at the Disclosing Party's election) all Confidential Information of the Disclosing Party in its possession or control, including all copies and derivatives thereof, and shall certify in writing that it has done so. The Receiving Party may retain archival copies of Confidential Information to the extent required by Applicable Law, subject to the ongoing application of these confidentiality obligations.
In providing the Services, the parties may process personal data (as defined in UK GDPR) of which one party may be the data controller and the other the data processor. The provisions of this Clause shall apply to any processing of personal data by RUNIX DATA LTD in connection with the Agreement.
Where RUNIX DATA LTD processes personal data on behalf of the Client as a data processor in connection with the Services (for example, where the Deliverables will process personal data of the Client's visitors or staff), the parties shall enter into a data processing agreement meeting the requirements of Article 28 of UK GDPR before any such processing begins. RUNIX DATA LTD shall process such data only on the Client's documented instructions, shall implement appropriate technical and organisational security measures, shall assist the Client in fulfilling its obligations to respond to data subject requests, and shall delete or return all such personal data to the Client upon completion of the relevant processing activities, unless retention is required by Applicable Law.
Where RUNIX DATA LTD processes personal data of the Client's representatives as a data controller for the purposes of administering the Agreement (for example, contact details of the Client's project managers and authorised signatories), such processing is governed by RUNIX DATA LTD's Privacy Policy, which is available at privacy-policy.html. The Client confirms that it has informed its relevant personnel of RUNIX DATA LTD's Privacy Policy and their rights thereunder.
Each party shall comply with all Applicable Law relating to the protection of personal data, including UK GDPR, the Data Protection Act 2018, and PECR, in connection with its activities under the Agreement. Each party shall promptly notify the other of any personal data breach affecting the other party's data or the data for which the other party is responsible, and shall cooperate in responding to such breach in accordance with the requirements of Applicable Law.
Delivery of the Services and Deliverables shall occur in stages as specified in the Project Specification. Upon delivery of each milestone or the final Deliverables, RUNIX DATA LTD shall provide the Client with a written delivery notice, and the Client shall have the number of business days specified in the Project Specification (the "Acceptance Period") in which to review the Deliverables and provide written feedback. If no Acceptance Period is specified, the default period shall be ten business days.
Acceptance shall occur when: (a) the Client provides written sign-off on the Deliverables; (b) the Acceptance Period expires without the Client having raised written objections; or (c) the Client uses the Deliverables in a live or public context (other than for evaluation purposes in accordance with an agreed testing protocol), whichever occurs first. Acceptance by the Client is a condition precedent to the assignment of Project Materials intellectual property under Clause 6 and to the triggering of final payment milestones under Clause 5.
During the Acceptance Period, the Client may reject the Deliverables only on the grounds that they fail to conform to the acceptance criteria specified in the Project Specification. Rejection must be made in writing, identifying each specific non-conformance by reference to the relevant acceptance criterion. RUNIX DATA LTD shall not be obliged to respond to objections that are not supported by reference to the agreed acceptance criteria, and expressions of subjective preference that do not constitute a failure to meet an acceptance criterion shall not constitute valid grounds for rejection.
Where the Client validly rejects Deliverables, RUNIX DATA LTD shall, at its own expense, remedy the identified non-conformances within a reasonable period (which shall be agreed in writing between the parties) and shall resubmit the corrected Deliverables for acceptance. The Acceptance Period shall recommence upon resubmission. If the corrected Deliverables still fail to meet the acceptance criteria after two rounds of correction, the parties shall meet in good faith to agree a resolution, which may include a reduction in the Charges, a revised specification, or (as a last resort) termination in accordance with Clause 14.
The Client acknowledges that the Deliverables may incorporate open-source software subject to specific licence conditions (such as the MIT licence, Apache 2.0, or GNU GPL). RUNIX DATA LTD shall identify all open-source components incorporated in the Deliverables and shall provide a copy of the applicable licence conditions. The Client shall comply with all conditions of those licences in its use and distribution of the Deliverables.
Risk in the Deliverables passes to the Client upon delivery. However, title to the Project Materials does not pass until full payment has been received as described in Clause 6. Where Deliverables are hosted by RUNIX DATA LTD on behalf of the Client, the risk allocation for hosting availability, uptime and data security during the hosting period shall be as agreed in the relevant hosting services agreement.
RUNIX DATA LTD warrants to the Client that: (a) it has the right, power and authority to enter into the Agreement and to grant the rights and licences described herein; (b) it will perform the Services with reasonable skill and care in accordance with good industry practice; (c) the Deliverables will, at the time of delivery, substantially conform to the functional specification described in the Project Specification; (d) RUNIX DATA LTD is not aware of any third-party claim that would prevent the Client from using the Deliverables as intended; and (e) RUNIX DATA LTD will comply with all Applicable Law in the performance of the Services.
The Client warrants to RUNIX DATA LTD that: (a) it has the right, power and authority to enter into the Agreement; (b) it holds all necessary rights, licences and permissions in respect of the Client Materials; (c) the Client Materials do not infringe any third party's Intellectual Property Rights and their inclusion in the Deliverables will not cause RUNIX DATA LTD to breach any Applicable Law; (d) all information provided by the Client to RUNIX DATA LTD in connection with the Agreement is accurate and complete in all material respects; and (e) the Client will comply with all Applicable Law in connection with the use and deployment of the Deliverables.
Save as expressly set out in these Terms and Conditions, all representations, warranties and conditions, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by Applicable Law, including without limitation any implied warranty of satisfactory quality, fitness for a particular purpose, or non-infringement. Nothing in these Terms and Conditions affects any rights of the Client under the Supply of Goods and Services Act 1982 or any other statutory right that cannot be excluded by contract.
RUNIX DATA LTD does not warrant that the Deliverables will be error-free or uninterrupted, or that all errors will be corrected, except to the extent that such errors constitute a failure to meet the agreed acceptance criteria. Defects that do not affect the substantive functionality of the Deliverables shall not constitute a basis for rejection, provided that RUNIX DATA LTD uses reasonable endeavours to resolve such defects within the post-delivery support period.
The warranties given in this Clause shall not apply to defects or non-conformances caused by: the Client's failure to follow RUNIX DATA LTD's reasonable instructions; modification or alteration of the Deliverables by the Client or any third party without RUNIX DATA LTD's prior written consent; use of the Deliverables in a manner inconsistent with the intended purpose specified in the Project Specification; or failure by the Client to maintain the appropriate hardware, software or network environment specified by RUNIX DATA LTD as a prerequisite for the Deliverables.
This Clause sets out the entire financial liability of RUNIX DATA LTD (including any liability for the acts or omissions of its employees, agents, subcontractors and consultants) to the Client in respect of any breach of the Agreement, any use made by the Client of the Services or the Deliverables, any representation, misrepresentation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
Nothing in the Agreement limits or excludes the liability of RUNIX DATA LTD: (a) for death or personal injury caused by its negligence; (b) for fraud or fraudulent misrepresentation; (c) under the terms implied by sections 2, 3, 4 and 5 of the Supply of Goods and Services Act 1982 where they cannot be excluded; or (d) for any other liability that cannot be limited or excluded under Applicable Law.
Subject to the paragraph above, RUNIX DATA LTD shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; or (g) indirect or consequential loss, in each case even if RUNIX DATA LTD has been advised of the possibility of such loss.
Subject to the paragraph regarding unlimited liability, RUNIX DATA LTD's total aggregate liability to the Client in respect of all claims arising under or in connection with the Agreement (whether in contract, tort, breach of statutory duty or otherwise) shall not exceed an amount equal to one hundred percent of the total Charges paid by the Client under the relevant Project Specification in the twelve months preceding the event giving rise to the claim. Where a claim arises in the first twelve months of the Agreement, the cap shall be calculated by reference to the total Charges paid to the date of the claim.
The parties agree that the allocation of risk reflected in these limitation provisions is fair and reasonable having regard to the commercial nature of the Agreement, the Charges payable, and the fact that RUNIX DATA LTD is not in a position to insure against all possible financial consequences of any breach. The Client acknowledges that it had the opportunity to negotiate higher liability limits in exchange for higher Charges and that the current limits reflect the balance agreed between the parties.
RUNIX DATA LTD shall not be liable for any delay or failure to perform the Services to the extent that such delay or failure is caused by a Force Majeure Event in accordance with Clause 13, or by the Client's failure to fulfil its obligations under the Agreement.
The Client shall indemnify, defend and hold harmless RUNIX DATA LTD, its directors, officers, employees, contractors and agents from and against any claims, actions, proceedings, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising from or relating to: (a) the Client's breach of any warranty, representation or obligation under the Agreement; (b) any third-party claim that the Client Materials or the Client's instructions infringe the Intellectual Property Rights of any third party; (c) the Client's use or deployment of the Deliverables in a manner not authorised by RUNIX DATA LTD or inconsistent with the intended purpose specified in the Project Specification; (d) any modification of the Deliverables made by the Client or any third party acting on the Client's behalf without RUNIX DATA LTD's prior written consent; or (e) any claim by a third party arising from the Client's failure to obtain adequate content licences for materials incorporated into the Deliverables at the Client's direction.
RUNIX DATA LTD shall promptly notify the Client of any claim for which it seeks indemnification, shall permit the Client to conduct the defence of such claim at the Client's expense, and shall provide reasonable cooperation in the defence. RUNIX DATA LTD shall not make any admission of liability or settle any such claim without the Client's prior written consent. The Client shall not settle any claim in a manner that imposes any obligation, restriction or liability on RUNIX DATA LTD without RUNIX DATA LTD's prior written consent.
The indemnification obligations of the Client shall survive the expiry or termination of the Agreement for a period of six years.
Neither party shall be in breach of the Agreement, nor liable for any failure or delay in performing its obligations under the Agreement, to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to acts of God, floods, storms, drought, earthquakes or other natural disasters; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots; war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations; nuclear, chemical or biological contamination; any law or government action, regulation or restriction; collapse of buildings, fire, explosion or accident; interruption or failure of utility services including electricity, gas or water supply; and failure of telecommunications networks or the Internet where such failure is not attributable to the negligence of the affected party.
The party affected by a Force Majeure Event shall: (a) give written notice to the other party as soon as reasonably practicable, specifying the nature and expected duration of the Force Majeure Event; (b) use all reasonable endeavours to mitigate the effects of the Force Majeure Event on its performance; (c) keep the other party regularly informed of the development of the Force Majeure Event and the expected resumption of performance; and (d) resume performance as soon as the Force Majeure Event ceases or is no longer preventing performance.
Where a Force Majeure Event prevents or delays performance for a period exceeding sixty consecutive days, either party may terminate the Agreement on written notice to the other, without liability for the termination itself, save that the Client shall pay for all Services properly performed and Deliverables properly produced up to the date of termination, and RUNIX DATA LTD shall deliver to the Client all work in progress in respect of Deliverables for which payment has been or is being made.
The Agreement shall commence on the Commencement Date and shall continue until the Services have been delivered and all Deliverables accepted by the Client and all Charges paid in full, unless earlier terminated in accordance with this Clause.
Either party may terminate the Agreement immediately by written notice to the other if: (a) the other party commits a material breach of any of its obligations under the Agreement and, if such breach is capable of remedy, fails to remedy it within thirty days of receiving written notice specifying the breach and requiring it to be remedied; (b) the other party becomes insolvent, is unable to pay its debts as they fall due, enters into administration, receivership, liquidation or any other form of insolvency procedure, or makes any arrangement or composition with its creditors; or (c) the other party ceases to carry on business or threatens to do so.
RUNIX DATA LTD may terminate the Agreement on thirty days' written notice to the Client if the Client fails to make payment of any amount due under the Agreement within thirty days of the due date and does not remedy that failure within seven days of receiving a written demand for payment from RUNIX DATA LTD.
The Client may terminate the Agreement on thirty days' written notice to RUNIX DATA LTD for convenience, provided that the Client pays RUNIX DATA LTD, within fourteen days of the date of termination: (a) all Charges for Services performed and Deliverables produced up to the date of termination; (b) any costs reasonably incurred by RUNIX DATA LTD in winding down work in progress, including cancellation charges payable to any subcontractors; and (c) a termination fee equal to twenty-five percent of the Charges that would have been payable for the remaining unperformed Services, as compensation for loss of anticipated profit.
Upon termination of the Agreement for any reason: (a) RUNIX DATA LTD shall deliver to the Client all completed Deliverables in respect of which all Charges have been paid in full, together with all work in progress to the extent paid for; (b) each party shall return or destroy the other party's Confidential Information in accordance with Clause 7; (c) each party shall promptly settle all outstanding amounts due to the other; and (d) the rights and licences granted under the Agreement shall terminate, except for the Client's licence to use the Background IP incorporated in completed and paid-for Deliverables, which shall survive.
Any provision of the Agreement that expressly or by implication is intended to survive expiry or termination shall do so, including Clauses 1, 6, 7, 8, 10, 11, 12, 15 and 16 and any other provisions that by their nature are intended to continue after termination.
The parties shall use their respective reasonable endeavours to resolve any dispute, controversy or claim arising out of or relating to the Agreement or its breach, termination or validity (a "Dispute") through good faith negotiation between their senior representatives before commencing any formal proceedings. In the first instance, either party may give the other written notice of the Dispute (a "Dispute Notice") and the parties shall seek to resolve the Dispute within twenty business days of the Dispute Notice being given (the "Negotiation Period").
If the Dispute is not resolved within the Negotiation Period, either party may, by written agreement with the other party, submit the Dispute to mediation by a mediator appointed by agreement between the parties or, failing agreement within five business days, appointed by the Centre for Effective Dispute Resolution (CEDR) in London. The costs of mediation shall be borne equally by the parties unless otherwise agreed or determined by the mediator.
If the Dispute is not resolved through negotiation or mediation within sixty days of the Dispute Notice, or if mediation is not agreed by both parties, either party may commence formal legal proceedings in accordance with Clause 16.9 of these Terms and Conditions. Nothing in this Clause prevents either party from seeking urgent interim or injunctive relief from the courts at any time.
16.1 Entire Agreement. The Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, representations, negotiations and discussions, whether written or oral, between the parties relating to that subject matter. Each party acknowledges that it has not relied upon any representation, warranty or undertaking not expressly set out in the Agreement, except in the case of fraud or fraudulent misrepresentation.
16.2 Variation. No variation of the Agreement shall be effective unless it is in writing and signed, or confirmed by email from authorised representatives, of each of the parties. RUNIX DATA LTD's standard terms and conditions may be updated from time to time, and the updated version will apply to all new projects commenced after the updated version takes effect. Existing projects in progress shall continue to be governed by the version of these Terms and Conditions in force at the time the relevant Agreement was formed, unless both parties agree in writing to adopt the updated version.
16.3 Waiver. No failure or delay by either party in exercising any right under the Agreement shall operate as a waiver of that right. No single or partial exercise of any right or remedy under the Agreement shall prevent any further exercise of that right or remedy or the exercise of any other right or remedy. A waiver of any right must be in writing and signed by the waiving party to be effective.
16.4 Severability. If any provision of the Agreement is or becomes invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall in good faith negotiate a replacement provision that, to the greatest extent possible, achieves the commercial purpose of the invalid provision without infringing the rights of any party.
16.5 Notices. Any notice required or permitted to be given under the Agreement shall be in writing and may be delivered by hand, sent by first-class post (prepaid), or sent by email (with read receipt or written confirmation of receipt). Notices shall be addressed to the registered office address of the recipient (in the case of RUNIX DATA LTD, 63 Ladys Gift Road, Tunbridge Wells, Kent, TN4 0JT), or to such other address as either party may notify to the other from time to time. Notices shall be deemed given: on delivery if delivered by hand; on the second business day after posting if sent by first-class post; and on the day of transmission if sent by email, provided that confirmation of receipt is obtained.
16.6 Assignment. The Client may not assign, transfer, charge or sub-contract the Agreement or any rights or obligations arising under it without RUNIX DATA LTD's prior written consent. RUNIX DATA LTD may assign, novate or transfer the Agreement or any of its rights and obligations under it to any affiliate or successor company, or to any purchaser of all or substantially all of RUNIX DATA LTD's business or assets, on written notice to the Client. Any purported assignment in breach of this Clause shall be void.
16.7 Third-Party Rights. The Agreement is made for the benefit of the parties to it only and is not intended to benefit, and shall not be enforceable by, any third party. The Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement, and no third party shall have any right to enforce any term of the Agreement.
16.8 Independent Contractors. Nothing in the Agreement shall create or be deemed to create a partnership, joint venture, agency, fiduciary relationship, or employment relationship between the parties. RUNIX DATA LTD is and shall at all times act as an independent contractor to the Client. Neither party has, by virtue of the Agreement, the authority to commit the other party to any contractual obligation without the other party's express prior written consent.
16.9 Governing Law and Jurisdiction. The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute that is not resolved in accordance with Clause 15. Nothing in this provision shall prevent either party from seeking urgent or interim relief from any court of competent jurisdiction.
16.10 Counterparts. The Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original. A counterpart includes a scanned copy of a signed document transmitted by email. All counterparts together shall constitute one and the same instrument.
16.11 Language. The Agreement has been drawn up in English. All correspondence, notices, invoices, reports and other documentation relating to the Agreement shall be in English unless otherwise agreed in writing.
16.12 Anti-Bribery. Each party confirms that it has and will maintain in place throughout the term of the Agreement its own policies and procedures to ensure compliance with the Bribery Act 2010, and will enforce them where appropriate. Neither party will engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom. Breach of this Clause shall be grounds for immediate termination of the Agreement.
16.13 Modern Slavery. RUNIX DATA LTD confirms its commitment to combating modern slavery and human trafficking in accordance with the Modern Slavery Act 2015. RUNIX DATA LTD will not knowingly engage in, support or conduct business with any organisation or individual involved in slavery, servitude, forced labour or human trafficking. RUNIX DATA LTD requires its subcontractors to provide equivalent assurances.
These Terms and Conditions were last reviewed and updated on 1 June 2026. They supersede all previous versions of RUNIX DATA LTD's standard terms and conditions of service. For any questions regarding these Terms and Conditions, please contact us at PavanKumar@runixdata.guru or at 63 Ladys Gift Road, Tunbridge Wells, Kent, TN4 0JT, United Kingdom.