Software Development Terms and Conditions

1. Introduction

These terms and conditions shall govern your (“the Customer”) use of software developed by Michael Jackson Controls Limited (“the Company”).
By using our software, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our software.
All software developed by the Company in line with a development agreement between the Company and the Customer (“the Software”) is subject to payment terms as set out in a written quotation (“the Quotation”)

2. Copyright notice

Copyright © 2020 Michael Jackson Controls Limited
Subject to the express provisions of these terms and conditions:
1. We, together with our licensors, own and control all the copyright and other intellectual property rights in our software and the material including libraries and standard add-on instructions used in our software; and
2. all the copyright and other intellectual property rights in our software and the material used in our software are reserved.

3. Licence to use software

Protected globally under the Berne Convention, software is specifically treated as an artistic work for the purposes of copyright as set out in the Copyright, Designs and Patents Act 1988 (CPDA 1988) and within the EU by Directive 91/250/EC (the Software Directive), as incorporated into UK law by The Copyright (Computer Programs) Regulations of 1992. As such:
1. the Software is classed as an artistic work and errors in the Software or in the functionality of the Software are not covered by terms of any warranty post Site Acceptance Test save in so far as the Software is shown not to comply with the terms of the development agreement.
2. subject to payment and the other restrictions set out in the development agreement entered into with a Customer, we grant to the Customer a non-exclusive, non-transferable, non sub-licensable right to permit the Customer to use the Software in respect of the Site specified and solely for the purpose set out in the development agreement. The Customer does have a license to create any copies/make corrections in order to use the program for its intended purpose as defined in the development agreement, or to fix errors. This however does not in any way create a right to otherwise distribute or make an adaptation of the Software in any form.

The Customer shall not therefore:
1. other than as permitted by law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or its documentation (as applicable) in any form or media or by any means; or
2. access all or any part of the Software in order to build a product or service which competes with the Software; or
3. use the Software to provide services to third parties; or
4. subject to clause 15 (6), license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software available to any third party; or
5. attempt to obtain, or assist third parties in obtaining, access to the Software, other than as provided under the development agreement; or
6. interfere with or disrupt the integrity or performance of the Software or third party data contained therein; or
7. attempt to gain unauthorised access to the Software or related systems or networks, including with a view to permitting the Software or any part of it to be combined with, or become incorporated in, any other programs.
The Customer shall use best endeavours to prevent any unauthorised access to, or use of, the Software and/or its documentation and, in the event of any such unauthorised access or use, shall promptly notify the Company.
The rights provided under this section are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
The Company may, from time to time at its discretion, generally upgrade and improve the Software as it sees fit and the Customer acknowledges that such upgrades and improvements may affect its use of the Software. Any specific upgrades requested by the Customer, which are technically feasible and agreed by the Company, may be separately chargeable.

4. SERVICES AND SUPPORT

The Company shall, during the contract term provide support and any agreed services (“Services”) to the Customer on and subject to the terms of the development agreement.
Where the Company has been appointed on an ad-hoc basis to provide Services, and no monthly retainer or other fixed project fee or retainer arrangement exists (as may be set out within the quotation), the charges for all Services shall be calculated on a time and materials basis at the Company’s then prevailing hourly rates, with any reasonably incurred expenses in the provision of the Services also recoverable upon demand.
The Company may appoint a suitably qualified sub-contractor to perform services on its behalf. The Customer will continue to be liable to pay the Company any service charges, and shall not be liable directly for any of the fees of the sub-contractor, with the exception of any expenses reasonably incurred by the sub-contractor, which shall be recoverable upon demand.
The Company may need access to the Customer’s property (“the Site”), information, tools and resources for, and during the course of, provision of Services. If requested by the Company, the Customer will provide free and unfettered access to these. The Customer hereby warrants and acknowledges that it is entitled to grant all such access, and provide any such information, tools or resources as may be sought pursuant to this clause.
Any documentation and information provided by the Customer as above is classed as “Customer Data” subject to the provisions of these terms and conditions.
The Customer acknowledges that, in giving any opinion or advice in the course of provision of the services, the Company may rely on the information about the Customer and the Site the subject of the Software solution provided by the Company to the Customer, and will not seek to establish the reliability of such information.
Accordingly, the Customer
1. undertakes to provide complete and accurate information about itself and about anything which is or may be relevant to the services and to provide such other information as the Company may reasonably request; and,
2. warrants and represents that any such information provided is accurate, complete and not misleading.
The Customer acknowledges that it will retain responsibility at all times for compliance with all relevant laws, protocols and regulations with respect to the Site and responsibility for all costs of such compliance.
The Customer shall inform the Company of all health and safety and security requirements that apply on Site, which the Company shall comply with to the extent required by law and use all reasonable endeavours to comply with to the extent that the same are otherwise reasonable and do not conflict with the Company’s other obligations under the development agreement.

5. THE COMPANY’S OBLIGATIONS

The Company undertakes that the services and support set out in the development agreement will be provided with reasonable skill and care.
The undertaking at clause 5 (1) shall not apply to the extent of any non-conformance which is caused by
1. use of the Software contrary to the Company’s instructions or otherwise than as permitted by the development agreement,
2. modification or alteration of the Software by any party other than the Company or the Company’s duly authorised contractors or agents, without the Company’s written consent;
3. use of the Software in an application, or with any software, hardware or materials for which it was not intended;
4. the Software are used otherwise than as permitted by the development agreement;
5. issues with equipment provided by the Customer;
6. interaction of the Software with other software programs or routines or with machinery maintained by the Customer (“Customer Equipment”), except as expressly set out in the development agreement; or
7. acts or omissions otherwise attributable to the Customer and/or outside the Company’s reasonable control. If the services or support do not conform to the undertaking in clause 5 (1), the Company will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of such undertaking.
The development agreement shall not prevent the Company from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the development agreement.
The Company warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the development agreement.
Timing for performance of the Company’s obligations under the development agreement shall not be of the essence.

6. CUSTOMER’S OBLIGATIONS

The Customer shall:

at its cost, provide the Company with all necessary co-operation in relation to the development agreement, and all necessary data and access to information as may be required by the Company, its agents or contractors, in order to provide the services and support, including but not limited to applicable specifications, data management decisions, approvals, security access information and configuration services;
comply with all applicable laws and regulations with respect to its activities under the development agreement;
carry out all other Customer responsibilities set out in the development agreement in a timely and efficient manner (in the event of any delays, the Company may adjust any agreed timetable or delivery schedule as reasonably necessary);
ensure that only authorised users use the Software; and operate the Software in accordance with the terms and conditions of the development agreement and shall be responsible for any breach of the development agreement by either authorised users or non-authorised users under the control of the Customer;
obtain and maintain all necessary licences, consents, and permissions necessary for the Company, its contractors and agents to perform their obligations under the development agreement vis-à-vis the Customer;
warrant that the Customer has the rights to connect to and interface with existing equipment and networks as required to communicate with the design included in the development agreement, and in particular that the Customer has carried out all necessary impact and safety assessments in relation to any proposed connections / interfacing with third party systems;
warrant that the Customer has the rights to utilise the design, software and hardware included in the development agreement and has obtained all necessary consents vis-à-vis all third party software, hardware and interfaces;
ensure that its network and systems comply with the relevant specifications provided by the Company from time to time;
be solely responsible for procuring and maintaining its network connections and telecommunications links, and maintaining appropriate Customer Equipment;
provide a single main point of contact who can address questions or issues relating to the Software, provide timely feedback and review any changes to the Software; and
be solely responsible at its own cost for generating Customer Data, content and data required to utilise the Software. In the event that the Customer requires any assistance from the Company in this regard, the Company may provide such assistance as it deems appropriate at its then prevailing charges.

7. THIRD PARTY SOFTWARE

The Software may from time to time use third party software components which are subject to third party licence terms. Accordingly, any terms and conditions set out by that third party (and detailed in the development agreement) shall apply to the Customer’s use of the Software and services in addition to the provisions set out elsewhere in the development agreement.

8. CHARGES AND PAYMENT

The Customer shall pay the charges specified or agreed to the Company in accordance with the Payment Terms.
In accordance with the Late Payment of Commercial Debts (Interest) Act 1998, if the Company has not received payment of any amount due and owing under the development agreement within sixty (60) days after the due date, and without prejudice to any other rights and remedies of the Company, we charge a fixed fee up to £100 plus statutory interest on such due amounts at an annual rate equal to 8% over the then Bank of England base rate at the date the relevant invoice was issued commencing on the due date and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in the development agreement:
1. shall be payable in pounds sterling (unless another currency is denominated in the Quotation);
2. are non-cancellable and non-refundable;
3. are exclusive of value added tax, which shall be added to the Company’s invoice(s) at the appropriate rate.

9. PROPRIETARY RIGHTS

The Customer acknowledges and agrees that the Company and/or its licensors own all intellectual property rights in, or arising from, the Software and its documentation. Except as expressly stated herein, the development agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software and their documentation. This shall be without prejudice to the Customer’s ownership of any background intellectual property rights owned by it separately from the development agreement and/or pre-dating the development agreement.
the Company shall use reasonable commercial endeavours to back-up all Customer Data on a reasonably regular basis. In the event of any loss of or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Company to use its reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Company (or its hosting provider), as appropriate according to the nature of the Customer Data which has been lost or damaged. The Customer should note that the Company’s typical retention periods for Customer Data are as set out in its Privacy Policy (defined below).

10. DATA PROTECTION

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
The parties acknowledge that for the purposes of the Data Protection Legislation, in relation to any Personal Data comprised within the Customer Data (the Customer Personal Data), the Customer is the Data Controller and the Company is the Data Processor. Such Personal Data shall only be processed by the Company in accordance with the terms of the Company’s privacy notice and policy, which is available on request and incorporated into the terms of the EULA (Privacy Policy).
As between the parties, where each party processes any Personal Data provided by or relating to the other party or its employees otherwise than the Customer Personal Data, including employee names and email addresses, each party acknowledges that they shall act as a Data Controller in relation to such Personal Data and only process it for specified purposes in accordance with each party’s respective privacy policy for the purposes of contract administration or otherwise in its own legitimate interests, as permitted under applicable laws.
Without prejudice to the generality of clause 10 (1), the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any Personal Data provided to the Company, including the Customer Personal Data, for the duration and purposes of the development agreement.
Without prejudice to the generality of clause 10 (1), the Company shall, in relation to any Customer Personal Data:
1. process that Customer Personal Data only on the written instructions of the Customer unless the Company is required by applicable laws to otherwise process that Customer Personal Data;
2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
3. ensure that all personnel who have access to and/or process Customer Personal Data are obliged to keep the Customer Personal Data confidential;
4. assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
5. notify the Customer without undue delay on becoming aware of a Personal Data breach; and
6. at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the development agreement unless required by Applicable Law to store the Customer Personal Data (subject always to the Customer having paid the Company any then outstanding charges owing under the development agreement).
The Customer consents to the Company appointing third-party processors notified to the Customer from time to time by the Company, as third-party processors of any Personal Data processed by the Company under the development agreement. The Company confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business. As between the Customer and the Company, the Company shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 10 (6).
In the event of any loss or damage to Customer Data, save for a breach of obligations arising pursuant to the Data Protection Legislation, the Customer’s sole and exclusive remedy shall be for the Company to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Company in accordance with its archiving procedure. the Company shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party or any damages (whether direct, indirect or consequential) suffered as a result, save for any breaches of Data Protection Legislation which cannot be excluded or disclaimed under relevant law and provided always that the Company uses reasonable endeavours to (where appropriate) restore such Customer Data from the latest backup maintained by it as at that date.
The Customer acknowledges and agrees that the Customer Personal Data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order for the Company to provide the services and access to the Software and fulfil the Company’s other obligations under the development agreement.
The Customer shall ensure that
1. it is entitled to transfer the relevant Customer Personal Data to the Company so that the Company may lawfully use, process and transfer the personal data in accordance with the development agreement on the Customer’s behalf; and
2. that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by the Data Protection Legislation.

11. CONFIDENTIALITY

Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not, without the prior written consent of the other, use, disclose, copy or modify the other party’s Confidential Information (or permit any third party to do so) other than as strictly necessary for the performance of its rights and obligations under the development agreement. The provisions of this clause shall not apply to any information which:
1. is or comes into the public domain without breach of the development agreement; or
2. was in the possession of the receiving party prior to receipt from the disclosing party without an obligation of confidence; or
3. was obtained from a third party free to divulge such information; or
4. is required to be disclosed by law or by any legal, regulatory or administrative body.
During the term of the development agreement, and for a period of three (3) years thereafter, the Customer shall not, and shall not attempt to, build, develop or utilise any product or service which competes with or is substantially similar to the controls and management digital solutions (the Solutions) created by the Company. This obligation shall cease to apply only where there is no longer a commercial relationship between the parties, and Customer can demonstrate that
1. an independent third party has licensed or sold the Solutions (or something similar to them) to it on arms’ length terms, and
2. such competing solutions do not incorporate or contain, are not based upon, and do not rely in any way upon any Confidential Information disclosed by the Company to the Customer, or to which the Customer otherwise gained access, pursuant to the development agreement or any previous contract between the parties.

12. INDEMNITY

The Customer shall defend, indemnify and hold harmless the Company against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with its and/or the Authorised Users’ use of the Services and Software including, without limitation, for any liability, damages, costs or claims incurred by the Company due to the Customer’s use of the Services or Software for any purpose outside of the Purpose or any claim relating to Customer Data, including, without limitation, any claim brought by a third party alleging that Customer Data, or the Customer’s use of the Services or Software in breach of the development agreement infringes or misappropriates the intellectual property rights of a third party or violates applicable law, save to the extent directly attributable to the Company’s breach of the development agreement.
the Company shall, subject to clause 12 (5) and the limitations in clause 13, defend the Customer against any third party claim that the Software infringes any United Kingdom patent effective as of the Commencement Date, and shall indemnify the Customer for any amounts awarded against the Customer in final judgment or settlement of such claims, provided that:
1. the Company is given prompt notice of any such claim;
2. the Customer provides reasonable co-operation to the Company in the defence and settlement of such claim, at the Company’s expense; and
3. the Company is given sole authority to defend or settle the claim.
In the defence or settlement of any claim, the Company may procure the right for the Customer to continue using the Software, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably available, terminate the development agreement without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
In no event shall the Company, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
1. a modification of the Software by anyone other than the Company; or
2. the Customer’s use of the Software in a manner contrary to the instructions given to the Customer by the Company; or
3. the Customer’s use of the Software after notice of the alleged or actual infringement from the Company or any appropriate authority.
The foregoing states the Customer’s sole and exclusive rights and remedies, and the Company’s (including the Company’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13. LIMITATION OF LIABILITY

This clause sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
1. any breach of the development agreement (including without limitation, any claim under clause 12 (2));
2. any use made by the Customer of the Software, services, support or any part of them; and
3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the development agreement.
Except as expressly and specifically provided in the development agreement:
1. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the development agreement;
2. the Services, the Software and all other services provided, procured and/or sub-contracted by the Company under the development agreement, are provided to the Customer on an “as is” basis; and
3. the Customer assumes sole responsibility for the use of the Software and their associated documentation by it, Authorised Users, and for conclusions drawn from such use. the Company shall have no liability for any damage caused by errors or omissions in any information, instructions or data provided to the Company by the Customer in connection with the services, Software or support, or any actions taken by the Company at the Customer’s direction.
Nothing in the development agreement excludes the Company’s liability:
1. for death or personal injury caused by the Company’s negligence; or
2. for fraud or fraudulent misrepresentation; or
3. any other liability which cannot strictly be excluded or limited by relevant law.
Subject to clauses 13 (2) and 13 (3):
1. the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the development agreement; and
2. the Company’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the development agreement shall be limited to the total Subscription Charges and Service Charges paid during the 12 months immediately preceding the date on which the claim arose.
The Customer acknowledges and accepts that:
1. use and interpretation of the Software requires specialist skill and knowledge and that the Customer has that skill and knowledge and undertake that it and its Authorised Users will exercise same, and appropriate judgment, when using the Software;
2. it is responsible for ensuring that all relevant safety equipment or products to which the Software relate are tracked and captured by the Software (for example, all relevant fire extinguishers on-site), so as to ensure the full coverage of the Software across the Customer’s premises the subject of the Commercial Licence. The Customer will be required to sign off a compliance sheet prior to roll out of the Software by which it reviews the complete list of all safety equipment and products, and ensures that everything has been captured.

14. TERM AND TERMINATION

The development agreement shall commence on the Commencement Date, or the date the Quotation is signed by both parties, whichever is earlier, and shall (unless terminated earlier in accordance with these terms) continue in full force and effect until the delivery of the Software.
Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the development agreement without liability to the other if:
1. the other party commits a material breach of any of the terms of the development agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach; or
2. an order is made or a resolution is passed for the winding up of the other party or if an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or if such an administrator is appointed or if documents are filed with the court for the appointment of an administrator or if notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying charge holder, or if a receiver is appointed of any of the other party’s assets or undertaking or if circumstances arise which entitle the court or a creditor to appoint a receiver or manager or which entitle the court to make a winding-up order or if the other party takes or suffers any similar or analogous action in consequence of debt; or
3. the other party ceases, or threatens to cease, to trade.
On expiry or termination of the development agreement for any reason:
1. all licences granted under the development agreement shall immediately terminate;
2. each party shall return and make no further use of any Confidential Information belonging to the other party; and
3. the accrued rights of the parties as at expiry or termination, or the continuation after expiry or termination of any provision expressly stated to survive (including, without limitation, clauses 1, 2, 9, 10, 11, 12 (1), 13 and 15) or implicitly surviving termination, shall not be affected or prejudiced; and
4. the Company may destroy or otherwise dispose of any of the Customer Data in its possession unless the Company receives, no later than 10 days after the effective date of termination of the development agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. the Company shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of receipt of such a request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Company in returning or disposing of Customer Data.

15. GENERAL

the Company shall have no liability to the Customer under the development agreement if it is prevented from or delayed in performing its obligations under the development agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport or telecommunications 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 sub-contractors, provided that the Customer is notified of such an event and its expected duration.
A waiver of any right under the development agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
Unless specifically provided otherwise, rights arising under the development agreement are cumulative and do not exclude rights provided by law.
If any provision (or part of a provision) of the development agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
The development agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. For the avoidance of doubt, the development agreement shall apply to the exclusion of any terms introduced by the Customer, through custom, dealing or otherwise. This is without prejudice to any the Company’s group companies’ other standard terms which apply between the parties, for the supply or purchase of other goods and services other than the Software and the services, which may constitute separate agreements between the parties (incorporating the Quotation).
The Customer shall not, without the prior written consent of the Company (such consent not to be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the development agreement. the Company shall be free to assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the development agreement without the consent of the Customer, but providing notice of any assignment or transfer.
Nothing in the development agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Notwithstanding any other provisions of the development agreement, nothing in the development agreement confers or purports to confer any right to enforce any of its terms on any person who is not a party to it.
Any notice required or permitted to be given under the development agreement shall be in writing and shall be delivered or transmitted to the intended recipient’s address as specified in the development agreement or such other address as either party may notify in writing to the other from time to time for this purpose. It may also, in the case of notice by the Company only, be generally posted on the Company’s website portal, or notified by way of email to the email address the Company has on account for a given Customer. Any notice shall be treated as having been served on delivery if delivered by hand or 4 Business Days after posting if sent by pre-paid first-class post. In the case of notice served by posting on the website or by email, the notice shall be deemed given at the time such upload goes live onto the website and at the time of transmission of the email (respectively).
The construction, validity and performance of the development agreement shall be governed by the laws of Northern Ireland, and the parties submit any dispute regarding the construction, validity and performance of the development agreement, or its subject matter, to the exclusive jurisdiction of the courts of Northern Ireland.
The Quotation may be executed in any number of counterparts, each of which will be considered an original, but all of which together will constitute the same agreement. The exchange of a fully executed Quotation (in counterparts or otherwise) by electronic transmission shall be sufficient to bind the parties to the terms and conditions of the development agreement.
Unless otherwise stated in these General Terms, no amendment or variation of the development agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). The above notwithstanding, the Company may, acting in its sole discretion, amend these General Terms from time to time. Every time the Company enters into a new Quotation with any Customer, the terms applying to the development agreement between the Parties shall be as outlined in the relevant version of these General Terms in force at the time of the signing of the relevant Quotation.

Michael Jackson Controls Limited

Innovation – Safety – Efficiency – By Design

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