21. Framework Agreement

In the absence of a formal contract between VeriFi and the client the following fundamental terms will apply both for VeriFi Data Compliance Support Service and EIDOS Software as a Service;

1. Project Term – 1 year from the date of submission of the completed report or first user logon to the EIDOS management information system subject to annual renewal at the client’s discretion.
2. Cancellation – the client may cancel the service at any time during the project term, no credit will be allowed for any unexpired portion.
3. Payment – VeriFi will submit its invoice in full upon submission of the completed report or first user logon. Payment is due within 30 days following the end of the month in which the invoice was raised.
4. Transfer – In the event of the customer no longer being responsible for the property VeriFi may honour the unexpired term provided that full payment has been received or notification of a formal transfer of responsibility is received.
5. Liability – Without limiting any liability which cannot legally be limited:

a. VeriFi’s total liability to the client (however so arising) shall be limited to the price of one year’s Data Compliance Support Service relating to the individual site at which the service is provided; and

b. Neither party shall have any liability to the other for the following types of loss: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; or indirect or consequential loss.

      6. Third parties – these terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these terms.