Terms and conditions (USA)

The proposal document, the Imprima Service Main Terms and Conditions and the following terms together form the agreement which will apply to the work performed under this engagement between the Service Provider and the Client. The following terms should accordingly be read as forming part of such agreement. All defined terms shall have the meaning given to them in the Imprima Service Main Terms and Conditions unless the context otherwise requires.

1. INVOICING
   1. The base page fee and any out of scope services, overtime or weekend work fees appropriate will be invoiced at the time of opening the VDR or ALM Workspace as applicable (or 14 days after creation of the VDR or ALM Workspace, if sooner).
   2. Any incremental page fees and additional charges after this date will be invoiced on a monthly basis or at the earlier of the closing of theVDR or ALM Workspace as applicable, or the expiry of the Term.
   3. Any travel costs incurred by the Service Provider, apart from those incurred in relation to the ordinary requirements of the Services, are subject to the prior written consent of the Client.
   4. All standard scanning rates quoted are based on receipt of high-quality original documents, prepared in accordance with our document delivery instructions at our London facility unless otherwise indicated.
   5. Any pricing based on file sizes relates to the size of the files supplied to us, prior to any compression or optimization by the production staff to improve user experience.
   6. Non-page-formatted files include, but are not limited to: Microsoft Word (.doc, .docx), macro-enabled workbook (.xlsm), Microsoft Excel 2007 Spread Sheet (.xlsx), Microsoft Excel Spread Sheet (.xls), MPG (.mpg), Flash (.swf), Apple QuickTime Movie (.mov), MP3 (.mp3), MS Access (.mdb), Audio Video Interleave File (.avi), Moving Picture Experts Group (.mpeg), and Waveform Audio File Format (.wav).
   7. ‘Weekend Overtime’ includes but is not limited to scanning services and out of scope services. An additional premium of 50% is applied to standard weekend overtime for Public or National holidays.
   8. Schedules are agreed during the kick-off call and, if additional resources are required to achieve accelerated time-frames, this will be discussed prior to any additional costs being incurred.
   9. Standard office hour response time to email requests is within two hours; weekend and bank holiday response time is within 4 hours. In practice we endeavor to better this.
2. FEE INCREASES
   1. The Service Provider may increase the fees set out in the proposal document in accordance with the U.S. Consumer Price Index or such other price index as applicable in any relevant jurisdiction. The Service Provider shall provide the client with reasonable notice of such fee increases and any such fee increased shall form part of the Agreement.
   2. The Client will pay value added and all other taxes on amounts payable under the Agreement. This Client will pay such tax(es) in addition to the sums due under the Agreement.
   3. The Service Provider may at its discretion charge interest on overdue payments from the due date until the date payment is made (whether before or after any court judgment) at the lesser of (a) the rate of 1.5% over the then applicable prime rate as published in the Wall Street Journal or (b) the highest rate allowed by applicable law.
3. TERMINATION
   1. Without prejudice to any provisions relating to termination or expiry of the Agreement set out in the Imprima Service Main Terms and Conditions, either party may terminate the Agreement immediately upon written notice:
      1. if the other Party is in material or persistent breach of the Agreement and, in the event of a material breach capable of remedy, fails to remedy the breach within seven (7) days of notice of such breach;
      2. if a Party becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or if a petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by a Party; or if such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition or application is not resolved favorably within ninety (90) days.
   2. Clauses 3.2, 4, 6.2, 6.3, 6.5, 6.7 and 6.9 will survive termination of this Agreement.
4. INTELLECTUAL PROPERTY AND DATA RETURN
   1. All intellectual property subsisting in or relating to the VDR or ALM Workspace as applicable, (including associated software, methods and know how, but excluding the content of any Client or Nominee documents) will remain the property of the Service Provider or where appropriate its licensees.
   2. On termination of the Agreement, the Service Provider will return or destroy all documents and data received from the Client or its Nominees, at the discretion of the Client. The Service Provider may retain documents, records or data to the extent necessary to comply with its legal obligations or to defend its legal rights.
5. ANTI-BRIBERY
   1. Both Parties hereby represent, warrant and undertake that, in connection with the Services outlined in the Agreement, and any matter pertaining directly or indirectly to the Agreement, including without limitation the negotiation of the Agreement and the fulfillment of the obligations hereunder that:
      1. they have not violated and undertake that they will not violate any applicable anti-corruption and anti-bribery laws and regulations; and
      2. they have not and undertake that they shall not engage in the making of payments or transfers of value, offers, promises or giving of any financial or other advantage, or requests, agreements to receive or acceptances of any financial or other advantage, either directly or indirectly, which have the purpose or effect of public or commercial bribery or acceptance of or acquiescence in bribery, extortion, facilitation payments or other unlawful or improper means of obtaining or retaining business, commercial advantage or the improper performance of any function or activity.
6. GENERAL PROVISIONS
   1. Any disputes between the Parties arising out of or in connection with the Agreement will in the first instance be notified in writing to the authorized representatives of each Party. In the event that an amicable settlement cannot be reached by such authorized representatives within one month of receiving written notice of the dispute, the dispute will be resolved by mediation conducted by a person or organization appointed mutually by the Parties. In the event that an amicable settlement cannot be reached by the appointed mediator, or the Parties cannot agree on a mediator within two months of the written notice of the dispute, the Parties may proceed to take action through the courts.
   2. Nothing in the Agreement will create, or will be deemed to create, a partnership or joint venture or establish an agency relationship between the Parties.
   3. Each Party acknowledges and agrees that it will, on being required to do so by the other Party, perform or procure the performance of such acts and/or execute or procure the execution of such documents as are necessary to give full effect to the Agreement.
   4. Neither Party will be deemed to be in breach of the Agreement by reason of any delay in performing, or failure to perform, any of its obligations under the Agreement, if the delay or failure is due to any cause beyond its reasonable control.
   5. In the event that any provision of the Agreement is determined to be void or unenforceable by any court or by virtue of any legislation, it will be void or unenforceable to that extent only and the validity and enforceability of the other provisions of the Agreement will not be affected.
   6. No amendment or variation of the Agreement will be effective unless in writing and signed by duly authorized representatives of both Parties.
   7. No delay or forbearance in enforcing any provision of the Agreement will be, or be deemed to be, a waiver or in any way prejudice any right of a Party under the Agreement.
   8. Notices will be in writing and may be served by mail, e-mail with confirmation of delivery or facsimile with confirmation of delivery to the address of the Party as stated above and will be deemed to have arrived if sent by post within three days of posting and if sent by e-mail or facsimile at the time of transmission.
   9. No term of the Agreement is intended to be enforceable by any person who is not a Party to the Agreement.