October 24, 2019

Terms and Conditions

Introduction

We’ll always do our best to provide our products, services, or other work in good faith.

All relationships with Analysis Paralysis are non-exclusive, including any products, services, or other work provided to you as the customer.

All documents, including a Statement of Work, these Terms and Conditions, and other documents provided under this agreement, constitute the ‘entire agreement’.

Master terms and Conditions

These T&Cs apply to any product, service, or work provided by or undertaken with Analysis Paralysis (2018) Ltd.

Definitions

  1. “AP”, “Analysis Paralysis”, “we”, “us” and “our” means Analysis Paralysis (2018) Ltd.
  2. “you” means the customer/client purchasing products, services, or other work from us subject to these Terms and Conditions.
  3.  “good faith” means each party must deal with each other honestly, openly, and without misleading one another.
  4. Statement of work” means a document in an agreed form, which includes a cost and time wherever practicable
  5. Analysis Paralysis’s Intellectual Property” means know-how, concepts, ideas, and products developed in the delivery of this agreement both before and after commencement of the relationship.
  6. LEADR ISM” refers to the LEADR Incorporated Standard Mediation Agreement

Provision of Services (Professional or Cloud)

AP will, where applicable, develop a statement of work with the customer for the implementation of these services.

Confidential Information

  1. Each party must treat all directly and indirectly related information as privileged and confidential related to this agreement, the services and products provided, or the involved parties. This includes:
    1. The existence of this agreement
    2. Financial position of any related party
    3. Any confidential information relating to either party’s business operations, strategy or Intellectual Property
  1. Clause 1 is always applicable except when:
    1. Disclosure of information otherwise protected by 1.1 is required by law
    2. The information is already known by the recipient at the time of disclosure by legitimate means
    3. Disclosure of confidential information is agreed to as part of the delivery of this agreement

Intellectual Property

Unless otherwise agreed to:

  1. You acknowledge that Analysis Paralysis retains all rights, title and interest in Analysis Paralysis’s Intellectual property.
  2. We acknowledge that you retain all rights, title and interest in your intellectual property.
  3. We grant you a non-exclusive, non-transferable license to use Analysis Paralysis’s Intellectual Property for your own internal business purposes, as long as you do not:
    1. Violate any copyright, confidentiality, or other legal restrictions in the use of our products and services
    2. In the use of our products or services bring us into disrepute
    3. Provide others unlicensed access to our products or services

Termination of this Agreement

Termination – Immediate

Each party may terminate this agreement immediately by written notice to the other if the other party:

  1. The other party is declared bankrupt
  2. Takes any steps to ‘close up shop’ and cease business
  3. Violates any part of this agreement

Termination – Other

  1. This agreement may be terminated if either party is materially incapable of remedying defaults of obligation under this agreement provided:
    1. Notice of termination is provided in writing
    2. Written notice is provided 1 month in advance of termination date

In case of termination all amounts owed to Analysis Paralysis for services or products already provided will immediately become due and payable.

If Analysis Paralysis terminates this agreement, we reserve the right to take back any goods or services provided to you under this agreement, or continue to charge for the use of them until such a time as it is possible to take back.

Disputes

  1. Each party, or representatives of each party, must first deal with each other in good faith and attempt to resolve disputes through amicable discussion and negotiate an outcome.
  2. Failing clause 1.1 directors or senior representatives of each party must meet and attempt to negotiate an outcome within an agreed time frame.
  3. If either party fails to settle the dispute within 10 working days the parties agree to mediation using the terms set out in the LEADR ISM Agreement
  4. Failing 1.3 being successful within 20 working days of mediation, either party may initiate arbitration in accordance with the Arbitration Act 1996.
  5. Neither party may initiate litigation.

This agreement doesn’t prevent either party seeking urgent injunctive or equitable relief from an appropriate court.

Relationship

Analysis Paralysis is an independent contractor under this agreement. There are no implied responsibilities of being an employee, partner, otherwise being subject to an imbalance of authority between either party.

Force Majeure

This agreement may be terminated by either party due to non-performance of any obligations other than payment and may be excused without liability if this is caused by circumstances beyond reasonable control of that party.

The party terminating this agreement under Force Majeure must provide the other written notice and if a force majeure is in effect for more than 20 working days, either party may terminate this agreement.

Variation of Agreement

  1. Variation of this agreement may be agreed before or while services or products are provided under this agreement, if:
    1. Variation is documented in writing and agreed between both parties
    2. Variation is signed by both parties

The Consumer Guarantees Act

  1. You Acknowledge that goods and services provided to you by Analysis Paralysis are for the purposes of business and that the Consumer Guarantees Act 1993 is not applicable.

Solicitation of Staff

Neither party may solicit or otherwise engage the services of the other party’s personnel during the delivery of this agreement and for 3 months after.

Supporting Legacy Technology

1.1 Analysis Paralysis will support our products and services under this agreement as long as the technology current at the time of development is in use. We don’t accept any responsibility if technology changes and dependent technology is no longer available.

Communication

  1. Each party will endeavour to communicate often, openly, and honestly in the process of consultation in the provision or delivery of products or services.

Liability and Indemnity

  1. Each party will indemnify, defend, and hold the other harmless against third party claims, including each parties’ employees, for:
    1. Death, or personal injury
    2. Damage to or loss of property through the extent caused by negligence in the delivery of this agreement.
  2. Each party shall promptly provide the other with any and all information available within its possession or control where possible.
  3. The Indemnitee will be responsible for it’s own attorney fees or other related costs.
  4. Analysis Paralysis’ liability to you is limited to a maximum of 2x the annual license cost, or 2x the total fees paid by you under the relevant Statement of Work.
  5. If you modify any products or services without written approval from Analysis Paralysis, we will have no liability to you for those modified parts of the products or services.

Payment

  1. You bill be invoiced for work done in arrears and this is payable by the 20th of the following month so long as:
    1. We sent the invoice to you before the 7th of the same month
    2. Other terms are not already agreed upon
    3. The service provided under this agreement is billable upon a different periodicity.

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