Tel: Glasgow 0141 840 6860 or London 0207 873 2268

IRW Corporate Profile
"IRW were efficient and professional which enabled us to implement the solution with a minimum of disruption to staff and maximum benefit to the organisation.”

Check out the latest vacancies

Current Location in website:

Terms & Conditions

1. DEFINITIONS
In these Terms unless inconsistent with the context the following definitions will apply:

The Agreement shall mean the Client’s Order, the Schedule and/or the Working Document and the Company’s acceptance thereof together with these Terms.
The Company shall mean IRW Systems Ltd with registered number SC296800 and registered office at 17 Glasgow Rd Paisley PA1 3QS.
The Client shall mean the company, firm, organisation or concern named in the order and shall include all associate companies of the Client.
Company Software shall mean the object code form of the computer software, applications or programs used or to be used on the Equipment or which the Company shall make available to the Client during the course of providing the Services or Other Services, including any improvements of the same developed from time to time, where such software has been created by the Company and provided to the Client pursuant to the terms of a Licence Agreement between the Company and the Client.
Deliverables shall mean all computer hardware equipment, products and materials developed or provided by the Company in relation to the Services or Other Services as determined in the Working Document and shall include but not be limited to Software.
Equipment shall mean the computer hardware at the Site whether or not such computer hardware is situated at the site prior to commencement of the Agreement and shall include but not be limited to the Deliverables where appropriate.
Hosting shall mean Web hosting and any associated services relating to the hosting service provided, including bandwidth provision, limits and costs, Hosting may also be provided within Other Services (below), Hosting may be at a secure data centre or other hosting location as described in the proposal or relevant service schedule. A separate hosting schedule and terms may apply to specific customers.
Licence Agreement shall mean any licence or terms under which the Client is permitted to use the Company Software or Third Party Software.
Intellectual Property Rights means patents, utility modes, registered designs, registered trade marks (and any applications for any of the foregoing), unregistered design rights, unregistered trade marks or trade names, copyright, database rights, rights in computer software, rights in confidential information (including know-how and trade secrets) and any similar intellectual property rights, in each case whether registered or unregistered, and including applications for, and renewals or extensions of such rights, and all similar to equivalent rights or forms of protection existing anywhere in any part of the world.
Order shall mean the Client’s instruction, email or purchase order for the Services (quoting The Company’s relevant Working Document reference numbers and revision numbers), subject to the Terms.
Other Services shall mean any other IT related service not specified in Services.
Schedule shall mean a written addition to these Terms, setting out the exact nature of the Other Services and any additional terms and conditions taking priority over these Terms where a conflict arises.
Service Hours refers to standard working hours that shall not exceed 7 hours each day Monday to Friday performed by prior mutual agreement between the hours of 09.00 and 17.00 but shall exclude 1 hour lunch break and shall exclude Public Holidays unless stated otherwise in the relevant schedule.
Services shall mean one or more of supply of Deliverables, configuration and/or the installation of Deliverables and other equipment On-Site, the provision of On-Site personnel, testing of equipment and/or software, [technical support services], software analysis, design and development and the provision of associated consultancy and project management services, web hosting, all as more fully specified in the Working Documents and/or the Schedule.
Site shall mean the premises of the Client housing the Equipment.
Software shall mean the Company Software, system provided and the Third Party Software.
Terms shall mean these terms and conditions as varied from time to time by agreement by the parties in writing.
Third Party Licensor shall mean any third party with which the Client has entered into a Licence Agreement in terms of which the Client uses software.
Third Party Software shall mean the object code form of the computer software, applications or programs used or to be used on the Equipment or which the Company shall make available to the Client during the course of providing the Services or Other Services, including any improvements of the same developed from time to time, where such software has been created by a Third Party Licensor pursuant to the terms of a Licence Agreement between the Third Party Licensor and the Client.
Working Document shall mean any Installation Scoping Document (ISD), Consultants Proposal Document (CPD), Project Initiation Document (PID), or Work Order detailing work to be completed, which may be paper or electronic format (email).

2. APPLICATION

2.1. The Terms shall apply to every provision of the Services and Other Services by the Company. No variation of the Terms (whether in the Schedule or not) shall be valid unless in writing signed by an authorised representative of each of the Client and the Company.
2.2. The Terms shall:-
- 2.2.1. apply to and be incorporated in the Agreement; and
- 2.2.2. prevail over any inconsistent terms or conditions contained in or referred to in the Client’s Order, or Working Document.
2.3. For the avoidance of doubt the Client’s own terms and conditions of Order shall not be incorporated into the Terms.
2.4. All references to clauses and schedules are references to clauses and schedules of the Agreement

3. PROVISION OF SERVICES

3.1. The Company will provide the Services and Other Services on the Terms.
3.2. For the avoidance of doubt the Company shall not be obliged to provide the Services until the Working Document or in the case of Other Services a Schedule has been signed by both Client and the Company and the Company has received a written Order from the Client.
3.3. The Company will provide the Services or Other Services as specified only when confirmed with an official Order or request in writing from an authorised representative of the Client. An exception to this is where a service provision for support or hosting rolls over an end of agreement (Eg an annual agreement), it will be automatically renewed for a further period at the renewal/expiry date unless cancelled in writing in advance as per Section 11.
3.4. Unless otherwise agreed in writing the Services shall be provided during Service Hours at the Site and on the Equipment as specified in the Working Document or Schedule.
3.5. The Company's obligation to provide the Services and/or Other Services is subject to any applicable Licence Agreements being in force.
3.6. In the event that there is any dispute concerning a payment due from the Client to the Company it shall be dealt with in accordance with clauses 11.1, 12 and then 14, except that the meeting shall where practical be between Working Document signatories.

4. CLIENT’S RESPONSIBILITIES AND WARRANTIES

4.1. Whilst the Services are being provided the Client will:

4.1.1. ensure that any applicable Licence Agreements are valid and in force in respect of the Software and that such Licence Agreements permit the Company and its sub-contractors to use, install, and, where necessary, modify, adapt or alter the Software for the purpose of providing the Services or Other Services.
4.1.2. use only skilled and competent operatives in providing the Services.
4.1.3. make available all such facilities as the Company shall reasonably require to provide the Services.
4.1.4. Ensure that any equipment or software maintained by a third party on behalf of the Client is both working and configured correctly and promptly to allow the Company software to operate correctly and without the intervention of the Company, otherwise the Company will be entitled to recover any costs associated in such involvement, at normal day rates
4.1.5. not carry out any unauthorised alteration adaptation or modification of the Software and comply at all times with the Licence Agreement relative thereto.
4.1.6. permit the Company access to the Site and the Equipment during Service Hours.
4.1.7. ensure that all prerequisites set out in the Working Document or Schedule are carried out prior to the Company going on Site.
4.1.8. ensure that all the requirements of health and safety legislation and procedures are and continue to be met with regard to the Site and the Equipment.
4.1.9. promptly sign off the task sheet or Working Document upon completion of the detailed schedule of work or in the case of stage projects at intervals as detailed in the relevant document.
4.1.10. Promptly carry out any user or application testing and feedback or sign off requested by the Company. Normally this will be within 14 days unless otherwise agreed in writing.
4.1.11. promptly pay all sums due, according to the agreed payment terms, in respect of the Services and/or Other Services including any cancellation fee, and any costs the Company is entitled to recover in relation to any failure of the Client to honour and deliver the responsibilities within this Section.
4.1.12. maintain adequate insurance in respect of its potential liability to the personnel whom shall perform the Services or Other Services on behalf of the Company.
4.1.13. make available all passwords and/or digital certificates required for the Company to deliver and complete the Services or Other Services, or supply staff with access to such information at the time the Services or Other Services are being provided.
4.1.14. Only dispose of packaging for Deliverables that are accepted as being in full working order.

4.2. The Client warrants that:

4.2.1. in respect of any Third Party Software:-

4.2.1.1. the Client has entered into and has fully complied (and shall at all times fully comply) with the terms of the relevant Licence Agreement in force with such Third Party Licensor; and
4.2.1.2. in terms of such Licence Agreement the Company and its sub-contractors are permitted to use, modify, adapt, install and alter the Third Party Software for the purpose of providing the Services or Other Services; or
4.2.1.3. that consent to such use, modification, adaptation, installation and alteration by the Company has been obtained from the relevant Third Party Licensor.

4.2.2. the Equipment and the Software have been and will be used entirely in accordance with manufacturers' instructions and recommendations and that no unauthorised use, alteration, adaptation, installation or modification has taken place or will take place in breach of the Licence Agreements in place.
4.2.3. it has full authority and power to authorise all necessary works required to the Site to be carried out to enable any equipment to be installed and cables laid.

4.3. Where personnel are supplied by the Company on a contract basis and are required to work in accordance with instructions given from time to time by or on behalf of the Client, the Client shall:

4.3.1. ensure that such instructions are provided with sufficient notice and detail to enable completion to the Clients required standards.
4.3.2. approve personnel’s leave of absence (which shall not be chargeable), which shall not be unreasonably refused.
4.3.3. approve and signoff the personnel’s weekly activity reports on a weekly basis.

4.4. The Client agrees to provide full responses in the shortest timescales to requests for information and assistance and acknowledges that the Company will not be responsible for problems arising as a result of failure to do so.
4.5. Where project management is undertaken by the Client, the Client shall ensure that time scales and targets (including performance-related targets and milestones) it sets are reasonably achieved.

5. THE COMPANY’S RESPONSIBILITIES AND WARRANTIES

5.1. The Company will:

5.1.1. use reasonably competent staff in the performance of the Services or Other Services and perform these with reasonable care and skill and if the Company prefer utilise an approved sub-contractor.
5.1.2. provide the Services or Other Services during the Service Hours as reasonably promptly as circumstances allow.
5.1.3. use reasonable endeavours to meet any request from the Client for the provision of Services or Other Services out of the Service Hours.
5.1.4. use reasonable endeavours to remedy free of charge any faulty work done by the Company provided that the Client notifies the Company in writing of the fault within seven days after the work is carried out.
5.1.5. provide proof of qualifications and experience of proposed personnel and to make same subject to interview upon reasonable request from the Client where specialist skills are deemed necessary.
5.1.6. use reasonable endeavours to ensure that personnel assigned to any task remain employed in the performance of that task through to completion. Where this is not possible, the Company will use reasonable endeavours to provide a suitable replacement within a reasonable timescale.

5.2. The Company offers no separate warranty and specifically no separate Year 2000 warranty with regard to any Deliverables supplied in the course of the provision of the Services but passes to the Client the full benefit and title to such warranty or warranties as may be provided by the manufacturer.
5.3. Subject to clause 5.2 the Company warrants that the Services are Year 2000 Compliant within the definition set out in the British Standards Institution Definition of Year 2000 Conformity Requirements.
5.4. The Company will not be responsible for any delay in the provision of the Services or failure to achieve targets set by the Client arising out of

5.4.1. any breakdown in project management by the Client or
5.4.2. as a consequence of any breach by the Client of any elements of clause 4 .

6. LIMITATION OF LIABILITY

6.1. THE EXPRESS OBLIGATIONS OF AND WARRANTIES MADE BY THE COMPANY IN CLAUSE 5 ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, IN LIEU OF AND TO THE EXCLUSION OF ANY WARRANTY, CONDITIONS, TERM, UNDERTAKING OR REPRESENTATION OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE RELATING TO THE DELIVERABLES OR ANYTHING SUPPLIED OR THE SERVICES OR OTHER SERVICES PROVIDED (IN THIS CLAUSE 6 REFERRED TOGETHER AS “A WARRANTY”) INCLUDING (WITHOUT LIMITATION) A WARRANTY AS TO THE CONDITION, QUALITY PERFORMANCE, MERCHANTABILITY OR FITNESS FOR PURPOSE OF ANY REPLACEMENT OR OTHER PART SUPPLIED OR THE SERVICES OR OTHER SERVICES OR ANY ASPECT OF THEM.
6.2. SUBJECT TO CLAUSE 6.4 THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSS, DAMAGE, COST OR EXPENSE OF ANY KIND WHATEVER AND HOWEVER CAUSED WHETHER ARISING UNDER CONTRACT, DELICT (INCLUDING NEGLIGENCE) OR OTHERWISE INCLUDING (WITHOUT LIMITATION) LOSS OF PRODUCTION, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS, OR OF CONTRACTS, LOSS OF OPERATION TIME, LOSS OF GOODWILL OR ANTICIPATED SAVINGS OR IN RESPECT OF YEAR 2000 COMPLIANCE EVEN IF THE COMPANY HAS BEEN ADVISED OF THEIR POSSIBILITY.
6.3. THE COMPANY SHALL BE LIABLE IN THE EVENT OF THE COMPANY'S NEGLIGENCE OR THAT OF ITS EMPLOYEES OR PROPERLY APPOINTED SUB-CONTRACTORS:

6.3.1. FOR UP TO £1MILLION IN RESPECT OF EACH INCIDENT OR SERIES OF CONNECTED INCIDENTS GIVING RISE TO DAMAGE OR LOSS TO THE CLIENT'S TANGIBLE PROPERTY.
6.3.2. IN ALL CASES NOT FALLING WITHIN 6.3.1 £100,000 IN AGGREGATE.

6.4. Nothing in these conditions excludes the liability of the Company:

6.4.1. for death or personal injury caused by the Company’s negligence or that of its employees or properly appointed sub-contractors; or
6.4.2. for fraud or fraudulent misrepresentation.

7. CLIENT INDEMNITY

7.1. The Client shall indemnify and hold the Company harmless in respect of any claim, action, proceedings, losses, damages, expenses and costs arising out of or in connection with the Company’s use of any Third Party Software in the course of providing the Services or Other Services provided that:-

7.1.1. the Client is given reasonably prompt notice of such claims;
7.1.2. the Company gives reasonable co-operation to the Client in defending such claims; and
7.1.3. the Client is given sole authority to defend such claims.

7.2. The Client shall defend the Company, its officers, directors, employees and sub-contractors against any claim that the Software infringes any Intellectual Property Rights of a Third Party, and shall indemnify the Company for any amounts awarded against the Company in judgment or settlement of such claims, provided that:

7.2.1. the Client is given reasonably prompt notice of such claims;
7.2.2. the Company gives reasonable co-operation to the Client in defending such claims; and
7.2.3. the Client is given sole authority to defend such claims.

7.3. The Client shall indemnify and hold the Company harmless in respect of any claim, action, proceedings, losses or damages, expenses and costs arising out of or in connection with any breach by the Client of the Agreement.
7.4. The Client shall reimburse the reasonable costs incurred by the Company in complying with the provision of condition 7.1.2. and 7.2.2. above.

8. ACCEPTANCE OF AND PAYMENT FOR SERVICES

8.1. Where contracted and agreed services have been provided to the Client, and the Client has not undertaken any requested user testing, feedback or sign off with an agreed period (which in the absence of any other agreed period in writing will be 14 days), the services will be deemed to be accepted and the contracted monies due.
8.2. The Client will pay the Company for the provision of the Services and/or the Other Services, the fees and charges set out in the Working Document or the Schedule and any cancellation or additional fees that might arise due to breach of the Terms by the Client.
8.3. Any fees and charges arising under the Agreement are exclusive of VAT and where appropriate the Client must pay VAT to the Company in addition to such fee or charge.
8.4. Service fees and charges will be paid by the Client within 30 days of invoice together with VAT at the prevailing rate and Other Services as detailed in the appropriate Schedule.
8.5. Invoices will normally be provided within 30 days of the amount becoming due. Reminders and final notices may be issued, however the Company is not obliged to issue these before deeming the Client in breach of payment terms.
8.6. The Client will in addition to such fees and charges pay interest to the Company upon the amount of any invoice which is overdue from the date of invoice to the date of actual payment at 2% per month.

9. TITLE

Property in and title to each consignment of the Deliverables shall pass to the Client when (but not until) the whole price for that consignment has been paid in full. The Client and Customer shall ensure at all times that the Deliverables are readily identifiable as the Company’s until the full price is paid and shall give the Company access to any premises where the Deliverables are stored or situated or where the Company reasonably believes them to be stored or situated for the purposes of inspecting or recovering the Deliverables.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. No title or rights of ownership, copyright or any other Intellectual Property Rights in the Software is or will be transferred to the Client.
10.2. The Client understands that the Company Software contains proprietary information and agrees that it will not provide or otherwise make any of the Company Software and/or related documentation available to any other party except as provided for in the Agreement or the Licence Agreement.
10.3. The Client will not delete any proprietary marks in the Software.
10.4. The Company agrees where permitted by law to license all Intellectual Property Rights subsisting in the Company Software to the Client [free of charge] and on a non-exclusive, worldwide basis by way of a Licence Agreement to such extent as is necessary to enable the Customer to make reasonable use of the Company Software and the Services as is envisaged by the parties. If the Company terminates the Agreement under clause 21.1 such Licence Agreement will automatically terminate.
10.5. Where any Intellectual Property Rights in the Company Software are not wholly owned by the Company, the Company shall obtain a suitable licence in relation to the use of such Intellectual Property Rights which such licence shall include the right to sub-license such Intellectual Property Rights to the Client. [The Client agrees to pay any and all costs and licence fees whatsoever incurred by the Company in procuring such licence and granting such sub-licence to the Client.]
10.6. Where the Company makes Third Party Software available to the Client, the Client shall enter into a Licence Agreement with the relevant Third Party Licensor in respect of its use of the Third Party Software. The Client hereby agrees to pay any and all costs and licence fees whatsoever payable in respect of such Third Party Software to the relevant Third Party Licensor or, where appropriate, to the Company.

11. CONFIDENTIALITY

11.1. Each party shall keep and shall procure that all of its employees or agents shall keep secret and confidential both during and after the term of the Agreement all information relating in any way to the business affairs, customers, accounts, finances or business methods of the other, all technical information including, but without limitation to, information relating to the Software and improvements and any other information coming into its possession during the period of the Agreement and in contemplation of it provided that such information:-

11.1.1. is not in the public domain through no act or default of the recipient party or its officers, employees or agents; or
11.1.2. is not known to the recipient prior to its receipt and is not at its free disposal;
11.1.3. is not received from a third party who, to the knowledge of the recipient, owes an obligation of confidence in respect thereof to the party to whose business affairs the information relates; or
11.1.4. is not information which the recipient is required by law or the rules of a recognised stock exchange to disclose to any court or other relevant authority (in which case the recipient shall advise the other party forthwith and shall co-operate with the other party in regard to the extent and manner of each disclosure).

11.2. The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination, for any reason whatsoever, of the Agreement.
11.3. Upon transfer of ownership of the system or software, the Client shall be entitled to utilise the software without restriction subject only to any schedule and to any conditions imposed by the Company or by any Third Party Licensor.

12. CANCELLATION AND SUSPENSION OF SERVICES

12.1. The Company reserves the right to suspend provision of the Services or Other Services in the event that any invoice is overdue, if clause 3.5 applies, or for health and safety reasons under clause 4.
12.2. Subject to clause 12.3 if the Client gives notice in writing cancelling an Order not less than ten days before the Services are due to commence then no charge shall be made by the Company. If the Client gives notice in writing cancelling an order not more than nine days and not less then five days before the Services are due to commence then the Client shall pay the Company one half of the agreed fee or if more shall have been agreed one half of the fee that the Company anticipated charging in respect of the Order. In all other cases the Client shall pay the Company the full fees. Any cancellation charges of Other Services will be detailed in the appropriate Schedule.
12.3. Where Hosting of websites or other software and/or services are involved, the Company is entitled to full payment for any and all services provided relating to the web site(s), software and/or hosting services, as connected elements, before agreeing the cancellation or removal of these from Company hosting facilities. Further, where a Client wishes these removed, the Company will be entitled to reasonable costs incurred in any activities it performs in connection with such a move.
12.4. Once both parties sign the Working Document or Schedule then no cancellation of an Order for the Services will be permitted unless the Company agrees in writing and for Other Services as detailed in the Schedule.
12.5. Upon receipt of a valid notice of cancellation the Company shall in its discretion terminate the provisions of the Services or other Services.

13. EFFECT OF SUSPENSION AND TERMINATION

Immediately following suspension or termination of the Services or Other Services (whether partial or in respect of all the Services) the Client shall forthwith pay to the Company all outstanding fees and charges (together with VAT where appropriate) and the quantum merit amount due in respect of all Services or Other Services for which no invoice has at the date of suspension been delivered, including any fees and charges payable by instalments. In calculating a quantum merit charge the Company shall be entitled to take into account any loss of profit suffered by them arising out of the suspension or termination as the case may be.

14. SOLICITING OR APPOINTMENT OF STAFF

Whilst the Services or Other Services are being provided and for a period of six months following the last provision of such Services neither the Client nor the Company shall (whether directly or indirectly) employ or retain the services of any person employed or retained by the other party including sub-contractors where such person has at some time in the preceding 12 months worked on or been involved in connection with the Services or Other Services. [Unless agreed by both parties before the event has occurred and for the avoidance of doubt the minimum payment to the other party shall be 33% of the person’s current annual remuneration or 25% of day rate (8 hours) multiplied by 260.]

15. ALTERNATIVE DISPUTE RESOLUTION

If a dispute arises between the Company and the Client the parties hereto agree first to use their respective best endeavours in good faith to settle the dispute by mediation before having recourse to arbitration litigation or some other dispute resolution procedure. A party claiming that a dispute has arisen must give written notice to the other party specifying the nature of the dispute. On receipt of such notice the parties must within seven (7) days of receipt convene a meeting between their respective Chief Executive Officers (or nominated deputy) and the other relevant members of management to attempt to resolve the dispute. If the dispute is not resolved within seven (7) days or within such further period as the parties agree then the dispute is to be referred to a mediation provider appointed by the parties and in default of agreement by the President for the time being of the Law Society of Scotland.

16. SUB-CONTRACTORS

The Company may appoint sub-contractors for the provision of the Services but such appointment shall not relieve the Company from its obligations under the Terms.

17. ENTIRE AGREEMENT

The Agreement contains the whole agreement between the parties in respect of the subject matter of the Agreement and each of the parties acknowledges that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the agreement or not) relating to the subject matter of the Agreement other than as expressly set out in the Agreement.

18. FORCE MAJEURE

Neither the Company nor the Client will be liable to the other for any delay in performance or failure to perform its obligations under the Terms (other than a payment obligation) due to any course outside its reasonable control. Such delay or failure will not constitute a breach of the Agreement and the time for performance of the affected obligation will be extended by such period as is reasonable.

19. NOTICES

All notices which are required to be given shall be in writing and shall be sent to the address of the recipient set out on the Order or such other address as the recipient may designate by notice given in accordance with this clause. Any such notice may be delivered personally by first class pre-paid letter or facsimile transmission and will be deemed to have been received:
19.1. by hand delivery – at the time of delivery.
19.2. by first class post – 48 hours after the date of mailing.
19.3. by facsimile transmission - immediately on transmission within the Service Hours (the hours of any Saturday Sunday or Public Holiday shall be ignored) provided a confirmatory copy is sent by first class prepaid post or by hand by the end of the next business day.

20. WAIVER

No neglect forbearance indulgence of or giving of extra time by the Company in obtaining payment or enforcing the Terms strictly or at all shall in any way affect the liability of the Client.

21. SEVERABILITY

If any provision of the Agreement shall be held to be invalid, illegal or unenforceable, then both parties shall be relieved of all rights and obligations arising under such provision but only to the extent that such provision is invalid, illegal or unenforceable and such provision shall be modified to the extent necessary to make it valid, legal and enforceable whilst preserving the intent of the parties. All other provisions of the Agreement shall be regarded as fully valid and enforceable unless otherwise proved.

22. TERMINATION

22.1. Each party shall be entitled forthwith to terminate the Agreement by written notice to the other if:-

22.1.1. the other party commits any material breach of any of the provisions of the Agreement and, in the case of a breach which is capable of remedy fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
22.1.2. an encumbrancer takes possession or a receiver, administrative receiver or a judicial factor is appointed over any of the property or assets of the other party; or
22.1.3. the other party becomes insolvent or apparently insolvent or makes any voluntary arrangement with its creditors generally, or becomes subject to an administration order; or
22.1.4. the other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom is solvent and effectively agrees to be bound by or assume the obligations imposed on the other party under the Agreement); or
22.1.5. anything analogous to any of the foregoing under the laws of any jurisdiction out with Scotland occurs in relation to the other party; or
22.1.6. the other party ceases, or threatens to cease, to carry on business.

22.2. For the purpose of Clause 21.1.1. a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).
22.3. Upon termination of the Agreement, the Client shall within fourteen (14) days cease all use of the Company Software and return the Company Software (and all copies of the whole or any part thereof) to the Company, or if requested by the Company shall destroy all copies of the same.
22.4. Termination of the Agreement for whatever reason shall not affect the accrued rights of the parties under these Terms arising out of the Agreement as at the date of termination and, in particular but without limitation, the right to recover damages from the other; nor shall termination affect the continuance in force of any provision contained within the Agreement which is expressly or by implication intended to continue in force on or after such termination. Clauses 1, 9, 10, 11,12, 13 and 22 and this clause 21.4 shall survive termination and/or expiry of the Agreement and remain in full force and effect.

23. JURISDICTION

These Terms including any contract for the provision of the Services between the Client and the Company shall be governed by the laws of Scotland and the parties submit to the exclusive jurisdiction of the Scottish Courts.