1.1 These Terms and Conditions together with the Term Sheet form the agreement between the parties (the “Agreement”). Words and phrases have the meaning given to them in the Term Sheet and this Clause 1:
Client Materials: all information and materials, whether owned by Client or a third party, reasonably required by FT Longitude to fulfil the Services.
Deliverables: means the deliverables as set out in the Term Sheet.
IPRs: all intellectual property rights wherever in the world arising, whether registered or not, including copyright, database rights and trade marks.
1.2 The words “include” and “including” shall be construed without limitation, and any reference to indian mobile number list any statute includes any subsequent re-enactment or amending provision. This Agreement negates and takes precedence over any Client terms and conditions.
2. Obligations
2.1 FT Longitude shall perform the Services and deliver the Deliverables in accordance with the Project Timeline, with reasonable skill and care and in accordance with laws applicable to FT Longitude.
2.2 Client shall perform any obligations set out on the Term Sheet and promptly provide such co-operation as FT Longitude may reasonably request (including relevant, complete and accurate Client Materials, comments and feedback).
2.3 Any briefing and/or presentation meetings are assumed to be approximately one hour in duration. If longer meetings are required, FT Longitude may charge the Client accordingly.
2.4 If FT Longitude’s performance of its obligations is prevented or delayed by any act or omission of Client, its staff, agents or subcontractors, (“Client Default”) then FT Longitude shall notify Client of such Client Default, and shall not be liable to Client for any losses or costs suffered by Client as a result of such prevention or delay. Without prejudice to any other right or remedy it may have, FT Longitude may at its sole discretion: (a) suspend performance of this Agreement until Client remedies the Client Default; and (b) require a reasonable extension of time to perform its obligations at least equal to the delay caused by the Client Default.
3. Intellectual Property Rights
3.1 Upon payment of the Fees, FT Longitude assigns to Client (by way of present and where appropriate future assignment) all right, title and interest in and to the IPRs in the Deliverables.
3.2 FT Longitude shall retain all IPRs in FT Longitude’s trade marks and any other works created by or on behalf of FT Longitude during preparation of the Deliverables and otherwise performing its obligations under this Agreement. Client shall not without FT Longitude’s prior written consent include FT Longitude’s trade marks or state or imply that FT Longitude promotes or endorses any particular policies, products or services of the Client or any third party.