Compliance Resources

Terms and Conditions

1 Definitions  
‍1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Development Proposal and Cost Specification Documents;  
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1.2 "Customer" means the organisation or person who purchases services from Neptune Digital;  
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1.3 "Intellectual Property Rights" means all copyright and other intellectual property rights, howsoever arising and in whatever media, whether or not registered, including (without limitation) patents, trademarks, service marks, trade names, registered design and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;

1.4 "Specification" means all or any of the following documents: development proposal, cost specification documents, statement of work, quotation or other similar documents supplied to the Customer describing the services to be provided by Neptune Digital;  

1.5 "Acceptance Date" means the date on which the Software is accepted by the Customer;

1.6 "Acceptance Tests: means the tests specified in the Specification and/or such other tests as may be agreed in writing between the Customer and Neptune Digital for the purposes of confirming that the Software operates according to the functional requirements outlined in the development proposal;1.7 "Additional Services" means any additional services requested by the Customer to be provided by Neptune Digital as set out in the development proposal;  

1.8 "Monthly Support Fee" means a fee, subject to a separate commercial quotation, to be charged for the optional provision of support services to the Customer by Neptune Digital;  

1.9 "Change Request" means a documented request for a change to the Specification or Software or Project Plan or other of the Deliverables made by the Customer or by Neptune Digital;  

1.10 "Confidential Information" shall include, but not necessarily be limited to, all information which is not publicly known regarding the business, finances, technology, trade secrets, and any other commercially sensitive information of either party regardless of its nature;  

1.11 "Deliverables" means the software, documentation and services to be delivered by Neptune Digital to the Customer in fulfilment of this Agreement as set out in the development proposal.  

1.12 "Project Plan" means the timing and sequence of events agreed between the Customer and Neptune Digital for the performance of this Agreement, as set out in the development proposal;  

1.13 "Live Operational Use" means the use of the Software in pursuance of the business of the Customer;

1.14 "Mis--use" means use of the Software in a way for which it was not intended to be used according to the development proposal;  

1.15 "Payment Schedule" means the schedule of payments set out in the development proposal;  

1.16 "Planned Acceptance Date" means the date specified in the Project Plan on which the Software is intended to be accepted by the Customer in accordance with this Agreement;  

1.17 "Price" means the fixed aggregate price for the provision of the Deliverables as set out in the development proposal;  

1.18 "Project" means the software development, delivery and testing of the Software and the other Deliverables;  

1.19 "Rates" means the rates set out in the development proposal;  

1.20 "Software" means the source programs, compiled object code of the software, scripts and installation programs being developed or customised by Neptune Digital for the Customer, as set out in the development proposal, including any enhancements and modifications made;  

1.21 "Specified Equipment" means the configuration of computer or computers, including operating systems, on which the Software is to function as specified in the development proposal;  

1.22 "Standard Working Hours" means the hours of 9.00am to 5.00pm UK time Monday through to Friday excluding UK Bank Holidays.  

1.23 "System" means collectively the Specified Equipment and the Software;

1.24 "Warranty Period" means the period of one month immediately following the Acceptance Date;  

2 The Proposal  
2.1 These Terms and Conditions shall apply to all engagements for the provision of services by Neptune Digital on a Time and Materials basis.

2.2 All estimates, Development Proposals and Cost Specification Documents provided by Neptune Digital are issued on a best endeavours basis and are subject to change. Neptune Digital shall not be bound by any estimate, and no fixed price is implied unless expressly agreed in writing.

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2.3 Neptune Digital is contracted to deliver services in accordance with the number of hours authorised by the Customer. All direction and prioritisation of work are the responsibility of the Customer.

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2.4 Neptune Digital will use reasonable skill and care in performing the services, but time shall not be of the essence in the performance of any services. The Customer acknowledges that all services are subject to ongoing refinement and adjustment during delivery.

3 The Project  
3.1 Neptune Digital shall provide services on a Time and Materials basis, with the scope, timing and content of deliverables determined by the Customer's instructions and subject to ongoing variation.

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3.2 Neptune Digital shall provide to the Customer deliverables when requested and subject to payment for time incurred. No specific deliverables or outcomes are guaranteed.

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3.3 Unless explicitly itemised in the Specification, Neptune Digital shall not be responsible for any additional services, including but not limited to installation, integration, data conversion, or training.

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3.4 Neptune Digital is not responsible for backup or archiving of any Software or data on Customer or third-party infrastructure.

4 The Customer's Obligations  
The Customer shall:  
4.1.1 make available to Neptune Digital, free of charge, such computer facilities and resources, (including but not limited to unhindered access to the Specified Equipment including remotely for access at Neptune Digital’s premises), power and computer consumables and office and administrative resources as are reasonably necessary to enable Neptune Digital to carry out its obligations under this Agreement;  

4.1.2 make available suitably qualified employees as may be required for Neptune Digital to carry out its obligations under this Agreement and ensure that its employees and other independent contractors cooperate reasonably with Neptune Digital and its employees in carrying out the Project;

4.1.3 promptly furnish Neptune Digital with such information and documents as it may reasonably request for the proper performance of its obligations under this Agreement;  

4.1.4 ensure that its representative is available as reasonably required by Neptune Digital; and

4.1.5 use best endeavours to co-operate with and assist Neptune Digital to such extent as Neptune Digital may reasonably require to perform Neptune Digital’s obligations under this Agreement.  

4.2 Neptune Digital reserves the right to initiate a Change Request if the project is delayed by the failure of the Customer to carry out its obligations under this Agreement or if the project is delayed by the acts or omissions of an employee, agent or third party supplier of the Customer or if the project is delayed by circumstances beyond the reasonable control of Neptune Digital.  

4.3 It is hereby acknowledged that by legal precedent computer software inherently contains from time to time defects, faults and difficulties however well developed and supported and acceptance of Deliverables under this Agreement shall not be unreasonably withheld due to minor faults in the Software.  

4.4 The Customer acknowledges that all and any Deliverables from Neptune Digital to the Customer or from a third party contracted by Neptune Digital in respect of this Agreement are of specific importance to Neptune Digital meeting the agreed schedule in the Project Plan and accepts full responsibility for any delay in accepting the Deliverables.  

5 Change Control  
5.1 If either party identifies a requirement for a change to the Specification or to the Software or Project Plan, a Change Request shall be sent to the other party detailing the change requirements. If sent by Neptune Digital, the Change Request shall state the effect such a change shall have on the Specification, the Project Plan and the Price. If sent by the Customer, the receipt of the Change Request by Neptune Digital shall constitute a request to Neptune Digital to state in writing the effect such a change shall have on the Specification, the Project Plan and the Price. Neptune Digital shall use all reasonable endeavours to supply the necessary details within ten working days from receipt of the Change Request or such other period as may be agreed.  

5.2 Where a change to the Price is required, the rates used as the basis for the additional cost for the Change Request shall be the Rates as detailed in the Specification. The parties shall then decide whether or not to implement the change.  

5.3 If Neptune Digital in its sole discretion deems that more than one working hour is required to investigate and estimate a Change Request initiated by the Customer then Neptune Digital reserves the right to produce a quotation for the investigation work for the Customer’s approval before commencing investigation work.  

5.4 Neptune Digital shall not implement any changes to the Software specified in a Change Request unless the Change Request has been agreed by both of the Parties in writing.  

5.5 If a Change Request is agreed in writing by both Parties, the change shall then be deemed to form part of the Specification, Software, Project Plan and Price for the purpose of the meaning of these terms in the Agreement.  

6 Acceptance Tests  
6.1 It shall be the sole responsibility of the Customer to define, prepare and execute any Acceptance Testing.
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6.2 Neptune Digital does not guarantee or require formal Acceptance Testing unless explicitly agreed. Acceptance may be implied by use or lack of issue reporting.

6.3 If the Software fails to pass the Acceptance Tests, repeat tests shall be carried out without delay following the release of corrected Software by Neptune Digital until the Software passes the Acceptance Tests.

6.4 If at any time the Customer or any of its appointed agents, contractors or customers under its authority shall commence Live Operational Use of the whole or any part of the Software then the Customer shall be deemed to have accepted the Software in its entirety.  

6.5 If at any time the Customer shall distribute all or any part of the Software for commercial use by any of its staff, appointed agents, contractors or customers then the Customer shall be deemed to have accepted the Software in its entirety.

6.6 If following one month after the delivery of the Software, there are no unresolved fault reports logged by the Customer with Neptune Digital that evidence that the software does not pass the Acceptance Tests then the Customer shall be deemed to have accepted the Software in its entirety.  

6.7 It shall be the responsibility of the Customer to create suitable Acceptance Test scripts that accurately reflect the Specification and to provide suitable data for the Acceptance Tests. The scripts and data must be made available to Neptune Digital not less than one month prior to the expected commencement date of Acceptance Tests according to the Project Plan.  

7 Representatives and Progress Meetings  
7.1 Each party shall nominate in writing upon the signing of this Agreement, the person who shall act as its representative for the purposes of this Agreement and who shall be responsible for providing any information which may be required by the other party to perform its obligations under this Agreement.  

7.2 The parties shall procure that their respective representatives shall meet by physical meeting or conference telephone call, as agreed, at least once a month (or as otherwise may be agreed) between the date of this Agreement and the Planned Acceptance Date to discuss and minute the progress of the Project.  

7.3 The representative of Neptune Digital shall maintain a log of issues, risks and actions that affect the project. The representative of the Customer shall exercise due diligence in co-operatively assisting the representative of Neptune Digital to mitigate risks, resolve issues and complete actions in a timely fashion.  

8 Support  
8.1 All support is provided under separate agreements or on a Time and Materials basis. There is no included warranty period for any deliverables.

9 Warranties  
9.1 Neptune Digital does not provide a formal warranty period for features. While reasonable skill and care will be exercised, no assurances are made as to defect-free operation.

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9.2 Any remedial work, including issue resolution, is billable under the agreed Time and Materials terms.

9.3 If Neptune Digital receives a written notice from the Customer identifying a breach of the warranties set out in clause 9.1, or otherwise becomes aware of its failure to comply with the warranties set out in clause 9.1, then Neptune Digital shall, at its own expense, promptly remedy such breach or failure provided that Neptune Digital shall have no liability or obligations under the warranties unless it shall have received written notice of the defect or error within the Warranty Period.  

10 Licence and Ownership  

10 Intellectual Property in works created prior to the Agreement

10.1. The intellectual property rights to and in respect of all works (including source code) created or in existence prior to the date of this Agreement by (or on behalf of): 

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10.1.1.the Supplier, remain vested with the Supplier 

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10.1.2.the Customer, remain vested with the Customer

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10.2. To the extent that the Supplier`s pre-existing works forms part of the Deliverables the Supplier hereby grants to the Customer a perpetual irrevocable licence to use the Supplier`s pre-existing works for the Customer`s own internal business purposes (which licence includes the right to modify the works directly or by using a third party). 

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10.3. The Customer hereby grants to the Supplier a time limited revocable licence to use the Customer`s pre-exisiting works for the Supplier`s own internal business purposes to the extent of enabling the Supplier to undertake and perform the services and provide the Deliverables agreed under this Agreement. The aforementioned licence will expire when the Supplier`s obligations to the Customer under the Agreement are fulfilled and discharged. 

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10.4 IPR in works created during the term of the Agreement:

10.4.1 The Customer shall be the owner of all Deliverables created by or on behalf of the Supplier during the term of this Agreement (“Assigned Deliverables”) and the Supplier hereby assigns to the Customer with full title guarantee the intellectual property rights to any such Assigned Deliverables.

11 Proprietary Rights  
‍11.1 Neptune Digital shall indemnify the Customer on demand against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with any claim that the use or possession of the Software infringes the Intellectual Property Rights of any third party subject to such infringement having been deliberately and consciously entered into on the part of Neptune Digital.  The Customer shall promptly notify Neptune Digital in writing of any allegations of infringement of which it is aware and shall not make any admissions without Neptune Digital’s prior written consent;   The Customer, at Neptune Digital’s request and expense, shall allow Neptune Digital to conduct and/ or settle all negotiations and litigation resulting from any such claim subject to Neptune Digital taking over such conduct within 10 working days after being notified of the claim and provided that Neptune Digital diligently pursues the settlement of any such claim; and   The Customer shall, at the request of Neptune Digital, afford all reasonable assistance with such negotiations or litigation, and shall be reimbursed by Neptune Digital on demand for all expenses properly incurred in doing so.  

11.2 If the Customer's use or possession of the Software or any part of the Software in accordance with this Agreement, is held by a court of competent jurisdiction to constitute an infringement of a third party's Intellectual Property Rights, then Neptune Digital shall promptly and at its own expense:  1 procure for the Customer the right to continue using and possessing the Software or the infringing part; or  2 modify or replace the Software (or part thereof) without detracting from the overall performance of the Software, so as to avoid the infringement.  

11.3 If the remedies set out in clause 11.2 above are not in Neptune Digital’s opinion reasonably available, then the Customer shall return the Software which is the subject of the intellectual property claim and Neptune Digital shall refund to the Customer the corresponding portion of the Price, as normally depreciated, whereupon this Agreement shall immediately terminate.  

11.4 All Supplier Materials are the exclusive property of the Supplier.  

11.5 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Customer. Deliverables; and the Supplier hereby agrees to utilise (and the Customer hereby grants to the Supplier a licence to utilise) the Deliverables for its own purposes save that said utilisation shall only be for the development and/or marketing of the Supplier. The Supplier will seek written approval from the Customer before using any such Deliverables for marketing purposes.  

12 Charges and Expenses  ‍
‍12.1 The Customer shall pay for services rendered at the agreed hourly Rates on a Time and Materials basis. Charges are not linked to specific deliverables or outcomes.
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12.2 Additional services, if requested, shall be charged in accordance with the Rates.
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12.3 Reasonable expenses will be charged as incurred.

13 Terms of Payment  
13.1 Payment of sums due by the Customer to Neptune Digital shall be made within 30 days of the receipt of an invoice from Neptune Digital. All payments under this Agreement shall be made in Pounds Sterling unless otherwise agreed in writing between the Parties.  

13.2 With effect from the beginning of each year commencing on the Acceptance Date, Neptune Digital may, at is sole discretion, increase the Rates in effect during the previous year.  

13.3 All monetary amounts stated within this Agreement are exclusive of VAT, which shall be payable by the Customer at the rate and in the same manner for the time being prescribed by law against submission of a valid tax invoice.  

13.4 Without prejudice to any other right reserved by Neptune Digital in this Agreement, if any sum payable under this Agreement is in arrears for more than fourteen (14) days from the due date of payment then Neptune Digital shall be entitled to charge interest on a day-to-day basis on any such arrears as from the invoice date at the rate permitted from time to time under the provisions of the Late Payment of Commercial Debts (Interest) Act 1998.  

14 Liability
14.1 Subject to clause 14.2 below, We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms and Conditions or as a result of Our negligence (including that of Our employees, agents or sub-contractors).  Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by you and Us when the Contract is created.  We will not be responsible for any loss or damage that is not foreseeable.

14.2 Subject to clause 14.5, Our total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited in respect of all claims, to the equivalent of the total charges due from You in accordance with the Order.

14.3 By making your order for Services, you agree that We will not be liable to you for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.

14.4 If We are providing Services in your property and We cause any damage, We will make good that damage at no additional cost to you.  We are not responsible for any pre-existing faults or damage in or to your property that We may discover while providing the Services.

14.5 Nothing in these Terms and Conditions seeks to exclude or limit Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.

14.6 Nothing in these Terms and Conditions seeks to exclude or limit Our liability for failing to perform the Services with reasonable care and skill or in accordance with information provided by Us about the Services or about Us.  

15 Termination  
15.1 This Agreement shall continue until completion of the Project unless either party gives to the other not less than 90 days' prior written notice of termination or unless the Agreement is terminated in accordance with any of the provisions of this clause 15 or any other clause of this Agreement.  

15.2 a. Either party shall be entitled to terminate this Agreement forthwith at any time by written notice to the other party if:  the other party commits a breach of any of the terms of this Agreement (and if the breach is capable of remedy) fails to remedy the breach within 30 days after receipt of notice in writing to do so; or b. the other party becomes subject to an administration order; a receiver or administrative receiver or similar is appointed over, or an encumbrancer takes possession of any of the other party's property or assets; the other party enters into an arrangement or composition with its creditors, ceases or threatens to cease to carry on business, becomes insolvent, or ceases to be able to pay its debts as they fall due.  

15.3 Forthwith upon the termination of this Agreement, Neptune Digital shall return to the Customer any materials and documentation and any Confidential Information belonging to the Customer and all copies of the whole or any part thereof or, if requested by the Customer, shall destroy the same and certify in writing to the Customer that it has been destroyed.  

15.4 Any termination of the Licence or this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.  

15.5 In the event of termination of this Agreement Neptune Digital shall compute a project completion percentage by comparing completed tasks with tasks on the project plan. The Customer shall then pay to Neptune Digital the same percentage of the Price. Neptune Digital shall evidence completed tasks to the Customer by demonstrating working functionality or source code.  

16 Confidentiality  
16.1 Both during this Agreement and after its termination, the parties shall treat as confidential (and shall procure that its personnel and each of them treat as confidential) and shall not (and shall procure that their personnel and each of them does not) other than in the proper provision of the services required to fulfil the Project, use or disclose to any person, firm or company, any Confidential Information belonging to the other party or its Customers, suppliers or customers, nor permit its use or disclosure.  

16.2 a. The provisions of clause 16.1 shall not apply where Confidential Information is divulged to:  either party's own employees and then only to those employees who need to know the same;  b. either party's auditors, an officer of HM Customs and Excise, a court of competent jurisdiction, governmental body or applicable regulatory authority and any other persons or bodies having a right, duty or obligation to know the business of the other party and then only in pursuance of  such right, duty or obligation.  

16.3 Both parties undertake to ensure that persons and bodies referred to in clause 16.2 are made aware before the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the other party.  

16.4 Each party to this Agreement shall promptly notify the other party if it becomes aware of any breach of confidence by any person to whom it divulges all or any part of the Confidential Information and shall give the other party all reasonable assistance in connection with any proceedings which the other party may institute against such person for breach of confidence.  

16.5 The provisions of this clause shall survive the termination of this Agreement but the restrictions contained in clause 16.1 shall cease to apply to any information which may come into the public domain otherwise than through unauthorised disclosure.  16.6 Nothing in this clause 16 shall prevent Neptune Digital from exploiting any inventions or software that it develops during the term of this Agreement.  

17 Non-Hiring of Personnel  
17.1 For the duration of this Agreement and for a period of twelve months thereafter neither Party shall employ or make an offer of employment to any employee of the other Party without the express permission in writing of the other Party. “Employ” means the engagement of such person as an employee, director, contractor or sub-contractor directly or indirectly including via an employment agency or other company.  

18 Data Protection  
18.1 The parties undertake to comply with the provisions of the Data Protection Act 1998 and any related legislation in so far as the same relates to the provisions and obligations of this Agreement.  18.2 It is the sole responsibility of the Customer to ensure that the Software is not used in any way that infringes data protection legislation at the time being. For the avoidance of doubt, Neptune Digital accepts no responsibility whatsoever for any such infringement or alleged infringement.  

19 Interpretation  
19.1 In this Agreement unless the context otherwise requires:   words importing any gender include every gender; words importing the singular number include the plural number and vice versa; words importing persons include firms, companies and corporations and vice versa;   references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement; reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule; the headings to the clauses, schedules and paragraphs of this Agreement shall not affect the interpretation; any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment; any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;   any party who agrees to do something shall be deemed to fulfil that obligation if that party procures that it is done.  

19.2  In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in any Schedule, the provision in the body of this Agreement shall take precedence.  

20 Agency, Partnership  
20.1 This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement.  

20.2 This Agreement shall not establish the relationship of master and servant as between the Customer and Neptune Digital or its personnel. The Customer shall not be entitled to require Neptune Digital or its personnel to carry out any work other than as provided for by this Agreement.  

21 Amendments  
This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each of the parties.  

22 Assignment  
22.1 This Agreement is personal to the parties and, subject to clause 22.2 below, neither this  Agreement nor any rights, licences or obligations under it may be assigned by either party without the prior written approval of the other party.  

22.2 Notwithstanding the foregoing, either party may assign this Agreement to any acquirer of all or of substantially all of such party's equity securities, assets or business relating to the subject matter of this Agreement or to any entity controlled by, that controls, or is under common control with a party to this Agreement. Any attempted assignment in violation of this clause shall be void and without effect.

23 Entire Agreement  
This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter of this Agreement. However the obligations of the parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict between the same. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.  

24 Force Majeure
Neither Party shall be liable for any delay in meeting, or failure to meet, its obligations under this Agreement due to any cause outside its reasonable control including (without limitation) acts of God, war, riot, malicious acts of damage, fire, acts of any government authority, failure of the public electricity supply, strike, lock-out or labour dispute or apprehension thereof (whether or not the settlement of the matter is at the discretion of the Party in question).  

25 Notices  
25.1 All notices under this Agreement shall be in writing.  

25.2 Notices shall be deemed to have been duly given: when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or when sent, if transmitted by fax or e-mail and a transmission report or return receipt indicating failure of transmission is not generated; or on the fifth business day following mailing, if mailed by Royal Mail; or on the tenth business day following mailing, if mailed by airmail, postage prepaid,  in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other party.  

26 Schedules
The provisions of the Schedules to this Agreement shall form part of this Agreement as if set out here.  

27 Severance
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.  

28 Successors and Assignees
28.1 This agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assignees, and references to a Party in this Agreement shall include its successors and permitted assignees.

28.2 In this Agreement references to a Party include references to a person: who for the time being is entitled (by assignment, novation or otherwise) to that party's rights under this Agreement (or any interest in those rights); or who, as administrator, liquidator or otherwise, is entitled to exercise those rights, and in particular those references include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation involving that party. For this purpose, references to a Party's rights under this Agreement include any similar rights to which another person becomes entitled as a result of a novation of this Agreement.  

29 Waiver
No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.  

30 Counterparts
This Agreement may be executed in any number of counterparts or duplicates, each of which shall be an original, and such counterparts or duplicates shall together constitute one and the same agreement.  

31 Time of the Essence  
Time shall be of the essence in this Agreement as regards any time, date or period mentioned in this agreement or subsequently substituted as a time, date or period by agreement in writing between the parties.  

32 Sub-Contracting  
With the prior written consent of the Customer (such consent not to be unreasonably withheld or delayed) Neptune Digital may perform any or all of its obligations under this Agreement by the use of agents or subcontractors, provided that Neptune Digital shall remain liable for such performance and shall indemnify the Customer against any loss or damage suffered by the Customer arising from any act or omission of such agents or sub-contractors.  

33 Language  
This Agreement is made only in the English language. If there is any conflict in the meaning between the English language version of this Agreement and any version or translation of it in any other language, the English language version shall prevail.  

34 Costs and Expenses  
Each party shall bear its own legal costs and other costs and expenses arising in connection with the drafting, negotiation, execution and registration (if applicable) of this Agreement.  

35 Set-Off  
Where either party has incurred any liability to the other party, whether under this Agreement or otherwise, and whether such liability is liquidated or unliquidated, each party may set off the amount of such liability against any sum that would otherwise be due to the other party under this Agreement.  

36 Third Parties  
The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.  

37 Dispute Resolution  
37.1 For the purpose of this clause 37, a dispute shall be deemed to have arisen when one Party serves on the other a notice in writing (not including e-mail) stating the nature of the dispute.

37.2 Any dispute which may arise between the parties concerning this Agreement shall be determined as follows.

37.3 Within seven days the representatives of the Parties shall meet to attempt to settle the dispute by mutual agreement.  

37.4 If the representatives fail to reach a mutual agreement a director or partner of each of the Parties shall meet within the following seven days to attempt to settle the dispute by mutual agreement.  

37.5 If the dispute remains unresolved and is of a technical nature relating to the functions or capabilities of the Software or any similar or related matter then such a dispute shall be referred for final settlement to an expert nominated jointly by the parties or failing such nomination within fourteen days after either Party's request to the other therefore nominated at the request of either party by the President for the time being of the British Computer Society. Such expert shall be deemed to act as an expert and not as an arbitrator. His decision shall (in the absence of clerical or manifest error) be final and binding on the Parties in equal shares unless he determines that the conduct of either Party is such that such Party should bear all of such fees.  

37.6 In any other case if the dispute remains unresolved the dispute shall be determined by the High Court of Justice in England and the Parties submit to the exclusive jurisdiction of that Court for such purposes.