Collabora Productivity Stock Consultancy Terms

1 Interpretation

    1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions:

      1.1.1 Quote: an authorized quote from Collabora Limited (“Collabora”) detailing Services and Deliverables (“Project”) which references these stock terms.

      1.1.2 Purchase Order: a valid purchase order ordering those Services under terms described in the associated Quote.

      1.1.3 Deliverables: all products and materials developed by Collabora in relation to the Project in any media, including, without limitation, computer programs, data, diagrams, reports and specifications (including drafts).

      1.1.4 Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, trade dress or rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

    1.2 Headings do not affect the interpretation of these conditions.

2 Acceptance

    2.1 By providing Collabora with a Purchase Order you (“Customer”) accept this agreement for the purpose of providing this Quote (“Agreement”). If you are accepting this agreement on behalf of a company, you represent and warrant that in providing a Purchase Order you have the legal authority to bind the company to this agreement, and that you have read and understood this agreement. If you do not have such authority, or if you or the company does not agree with the terms of this agreement, you should not accept it. If You have previously accepted a different version of this agreement, this Agreement supersedes that agreement.

3 The Services

    3.1 Collabora or their authorised agents will provide services to the Customer upon the terms set out in the Quote and referenced in the Purchase Order:

      3.1.1 Providing technical consulting services around FLOSS software as outlined in the Quote.

      3.1.2 Collabora will develop our deliverables against the relevant public master or main development branch. Collabora will attempt to merge the final result into the project’s stable branches wherever possible after seeking normal approval from other project developers, although Collabora cannot commit to inclusion, as in some cases this is subject to third-party approval.

    3.2 The Services will commence once the Purchase Order has been received and consultants have been identified. In order to provide the best and most appropriate consultants there may be a slight delay to the start of the project.

4 The Term

    4.1 The Term of this Agreement will commence on receiving the Purchase Order, and remain in force until payment is received in full, unless terminated by either party giving seven (7) days written notice.

5 Independent Contractor Status

    5.1 Collabora is an independent contractor. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the Customer and Collabora or their agents.

    5.2 Collabora is solely responsible for the full payment of all income tax liabilities and national insurance or similar contributions or liabilities arising in consequence of the consultancy or otherwise, and the provision of any applicable benefits, including but not limited to pensions, bonuses, holiday and sick pay.

    5.3 If for any reason the Customer pays or is required to pay income tax, national insurance or any similar contribution on Collabora’s behalf Collabora will immediately provide to the Customer a full and immediate indemnity in respect of all such payments made.

    5.4 Nothing in this Agreement shall prevent Collabora from working for other organisations and Collabora will be free to act in a similar or any other capacity for any other business, as long as such activity does not interfere with the quality or provision of the Services or conflict with Collabora’s obligations under this Agreement.

    5.5 Collabora has no authority to assume or create any obligation in the name of the Customer.

6 Skill and Care

    6.1 Collabora and their agents must carry out the Services and perform their duties and obligations with reasonable care and skill and to the best of their ability.

    6.2 In the event that the Services provided are of unsatisfactory quality or performed negligently such that a loss is incurred by the Customer, Collabora will use their best endeavours to remedy the defects and/or situation in their own time and shall not be entitled to any fees for the remedial work.

7 Intellectual Property

    7.1All Intellectual Property Rights and all other rights in the Deliverables shall be owned by the Customer unless provided by a Third Party. Collabora shall contribute Deliverables to either the LibreOffice or related Collabora projects on behalf of Customer under the terms of the prevailing Mozilla Public License v2 from time to time as such Deliverables are created.

    7.2 In the case of any open source software which forms part of the Deliverables, whether owned by Collabora or any third party, Collabora only grants any rights in so far as they are permitted by the applicable open source license(s), and nothing in this Agreement will be deemed to be a variation or amendment or waiver to the terms of those licenses. Collabora shall use reasonable endeavours to ensure that such Deliverables are appropriately licensed for use by the Customer in the manner indicated by the Customer to Collabora.

8 Warranty

    8.1 Collabora warrants:

      8.1.1 that all Services will be performed in a workmanlike and professional manner by Collabora, their employees and agents in accordance with the highest standards of diligence, skill and care expected of a duly qualified provider of such Services; and

      8.1.2 that Collabora does not have any existing obligations, and while this Agreement is in effect will not enter into any obligations, that would conflict with or prevent the Customer’s fulfillment of Collabora’s obligations under this Agreement; and

      8.1.3 that the Services/Deliverables do not infringe the intellectual property rights of any third party and that it has the right to license all rights in and to the Services/Deliverables to the Customer except as set out in Section 7.2 regarding open source software, as a result of the Customer’s later modification or addition to the Services/Deliverables, or as an unavoidable consequence of the Customer’s written request.

      8.1.4 that no announcement or publicity concerning this Agreement or any Services or any matter ancillary to them shall be made by Collabora without the prior written consent of the Customer.

    8.2 Neither party will be liable for any indirect, special, incidental, consequential, exemplary or punitive damages.

    8.3 Except for death or personal injury, fraud or fraudulent misrepresentation, neither party’s liability arising out of this Agreement will exceed the amount actually paid to contractor under the Purchase Order.

    8.4 All rights and obligations under this clause shall continue in force after termination of this agreement in respect of the Deliverables created during the course of the consultancy however arising.

9 Confidentiality

    9.1 Collabora must not make use of, divulge or communicate to any person (other than with proper authority) any of the trade secrets or other confidential information of, or relating to, the business, research and development activities, and financial affairs of the Customer or any Associated Customer or any of their clients or suppliers including (but not limited to) details of clients, product details, commercial or technical information, data, prices, discounts, or terms of business which Collabora may receive or become aware of as a result of the consultancy. This obligation of confidentiality will continue to apply without limit of time after the termination (for whatever reason) of the consultancy.

    9.2 Collabora will procure the compliance of their agents or employees with the terms of this clause and the terms of the Agreement generally and will be vicariously liable to the Customer for any loss incurred by the Customer as a result of any breaches of this agreement by any such agents or employees.

10 Obligations on Termination

    10.1 On the termination of the consultancy howsoever arising, the Customer shall inform Collabora if any customer material are required to be returned at Customer’s cost. This includes all property, documents and tangible items including books, records, tapes, magnetic media, hardware, software, photographs, correspondence and other papers or electronic files and records of whatsoever nature kept or made by Collabora relating to the business of the Customer or its clients which belong to the Customer or its clients or which contain or refer to any confidential information relating to them and which are in Collabora’s possession, custody or control.

    10.2 In case Collabora does not receive any disposal instruction from Customer after 3 months of the Agreement ending, Collabora shall dispose of the equipment as appropriate. Customer will be informed of disposal costs, if any, prior to equipment disposal.

11 Waiver

    11.1 No failure or delay on the part of either party in the exercise of any power, right or privilege under the Agreement will operate as a waiver thereof, nor will any single or partial exercise of any such power, right or privilege preclude any other or further exercise thereof, or of any other right, power or privilege.

12 Severance

    12.1 If any provision of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

    12.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

13 Jurisdictions

    13.1 This Agreement shall be construed according to the law of England and Wales and any disputes arising out of the above terms will be subject to the exclusive jurisdiction of the English Courts.

14 Rates

    14.1 The Project described in the Quote will be provided on a Fixed Cost basis, unless further elaborated in the Quote.

    14.2 Collabora’s standard working hours per day are eight hours worked on weekdays (excluding weekends and public holidays).

    14.3 The Customer will pay any expenses incurred by Collabora. The parties will agree to these expenses in advance of incurring them.

    14.4 The Customer shall pay each invoice submitted to it by Collabora in full, and in cleared funds, within 30 days of receipt, or as otherwise agreed in the Quote.

15 Additional Terms & Conditions

    15.1 The Services will be performed on Collabora’s Consultant’s normal place of work.

Version 2020-12