• Payment
• Services
• Confidentiality & Copyright
• Sub-Contractors
• Liability

Payment

1. Fees

   As consideration for the services offered by TeleScapes, all fees, as outlined in the TeleScapes Service Agreement, shall be payable within 30 days of date of invoice, in the currency in which the fees are quoted, at the prevailing official rate of exchange.

2. Travel and accommodation expenses

   Where payment of travel and accommodation expenses is agreed upon, such arrangements will be undertaken in advance by the client.

3. Non Payment

   TeleScapes reserves the right to withhold service without infringing the service agreement should fees and or expenses not be paid by the due date.

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Services

1. Authority to proceed

   All employees unless specifically stated otherwise in writing shall be considered agents of the client authorised to establish a service agreement.

2. TeleScapes Responsibility

   TeleScapes shall be responsible to undertake the activities outlined in the service agreement, and shall not direct or undertake activities on behalf of the client unless agreed in writing in advance.

3. Client Responsibility

   TeleScapes's performance of all contracted services shall be subject to the timely and proper supply by the client of all data, instructions, facilities and services required.

4. Quotation Alterations

   TeleScapes will make all reasonable efforts to adhere to the indicated resource and performance quotations outlined in the service agreement. TeleScapes reserves the option, however, to negotiate with the client necessary adjustments to either the scope of the service agreement or the quotations in the course of carrying out its responsibilities.

5. Third Party Access

   Where TeleScapes requires access to information and or resources from a third party, and it is reasonable for the client to facilitate such access, the client shall be responsible for such arrangements.

6. Exclusivity

   TeleScapes shall not enter into a service agreement with a competitor of the client to provide the same services as those contracted with the client, for the term of the existing service agreement.

7. Techniques

   TeleScapes undertakes to employ the methods, procedures and techniques as described in any proposal, but reserves the right to vary these as necessary or desirable in order to achieve the aims of any service agreement.

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Confidentiality & Copyright

1. Disclosure

   TeleScapes shall not, without the client's prior consent, disclose to any third party any proprietary information acquired from the client, except as may be required by law.

2. Exemption

   TeleScapes has no confidentiality obligations to the client with respect to information in the public domain, that which is acquired independently, or that which is known prior to the commencement of a service agreement.

3. Material

   All proposals, reports and other documentation produced by TeleScapes for the exclusive use of the client will be treated by TeleScapes as confidential and will not be shown or passed to a third party without written permission.

4. Copyright Ownership

   TeleScapes reserves the copyright of all proposals, reports and other documentation produced in connection with any service agreement, unless expressly transferred to the client in writing.

5. Copyright Permissions

   TeleScapes will not unreasonably withhold copyright permissions provided that it does not infringe the rights or standing of TeleScapes, the client or any third party and that due acknowledgement is given.

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Sub-contractors

1. Selection

   TeleScapes will take all reasonable steps to meet the wishes of client through the selection of sub-contractors and associates but reserves the right to employ, discharge or replace any sub-contractor or associate in carrying out work for the client.

2. Agreement

   Any indications of TeleScapes's intention to sub-contract shall imply only that TeleScapes intends to retain a contractor, and shall not imply that contractual arrangements are in place.

3. Liability

   TeleScapes shall only be liable for those activities that are commissioned of the subcontractor by TeleScapes, and delivered in accordance with the TeleScapes service agreement.

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Liability

1. Force majeure

   If there is any failure or delay in meeting contractual obligations by reason of force majeure, neither party shall be liable and TeleScapes shall be paid all fees and expenses then owing.

2. Contractual extensions

   If TeleScapes is prevented from meeting its obligations it shall notify the client of the circumstances and the client shall grant reasonable extension for the performance of the contract together with the reimbursement of such costs as the firm may incur resulting from the extension.

3. Service Rendered

   The clients liability shall be limited to the total amount payable under a given service agreement and TeleScapes liability shall be limited to the total amount rendered with neither party being liable for any incidental or consequential damages.

4. Indemnity

   Any information or recommendation contained in any TeleScapes documentation is offered in good faith and on the basis of information available to TeleScapes at that time, and is in no way to be deemed a warranted, guaranteed or contractual condition.

5. Termination by the Client

   If after the establishment of a service agreement, the client terminates in writing or breaches the agreement, TeleScapes obligations shall cease forthwith and the client shall be liable to pay all pro rated or outstanding fees and expenses including any additional expenses caused by such a termination.