Logic Global Vision (LGV) is an international organization dedicated to providing critical services and solutions to its clients. As part of our commitment to excellence, we have established a set of Third Party Contractors Terms and Conditions that govern the relationship between LGV and our third-party contractors.
These Terms and Conditions are designed to protect the interests of both LGV and our contractors, and to ensure that all parties understand their rights and responsibilities. By entering into a contract with LGV, the contractor agrees to abide by these Terms and Conditions.
In these Terms and Conditions, the following terms shall have the following meanings:
“Agreement” means the agreement between LGV and the Contractor, which shall include these Terms and Conditions, any Statement of Work, and any other documents incorporated by reference;
“Authorized Personnel” means the employees, agents, and representatives of LGV who are authorized to supervise or perform the Services;
“Confidential Information” means all information or material that has or could have commercial value or other utility in the business in which LGV is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information;
“Contractor” means the individual or entity that is retained by LGV to perform the Services under this Agreement;
“Deliverables” means any reports, plans, drawings, models, data, computer programs, software, databases, specifications, documentation, and other items of a similar nature to be delivered by the Contractor to LGV pursuant to this Agreement or a Statement of Work;
“Disclosing Party” means the party disclosing Confidential Information under this Agreement;
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark and service mark rights (whether registered or unregistered), trade secret rights, and any other proprietary or intellectual property rights recognized by law;
“LGV” means Logic Global Vision, a for profit corporation organized and existing under the laws of the State of Arizona.
“Party” means LGV or the Contractor, and “Parties” means both LGV and the Contractor;
“Services” means the services to be performed by the Contractor for LGV pursuant to this Agreement or a Statement of Work.
2. GENERAL PROVISIONS
2.1 Relationship between the Parties. The Parties agree that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for services. Nothing in this Agreement shall be construed to limit either Party’s right to independently develop, acquire, license, market, promote or distribute products, software and/or services that may be similar to or competitive with the products, software and/or services of the other Party.
2.2 Independent Contractors. Each Party is an independent contractor of the other Party, and neither Party has the authority to bind the other Party in any way.
2.3 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
2.4 Force Majeure. If either Party is delayed or prevented from performing any of its obligations under this Agreement by circumstances beyond its reasonable control (a “Force Majeure Event”), that Party will notify the other Party as soon as possible and take steps to minimise the effect of the Force Majeure Event. If either Party is subject to a Force Majeure Event for more than 30 days in total, it may terminate this Agreement on written notice to the other Party.
2.5 Waiver. The failure of either Party at any time to require performance by the other Party of any provision in this Agreement or to exercise any right provided for herein shall not be construed as a waiver of such provision or right with respect to the future or as a continuing waiver of such provision or right.
2.6 Severability and survival. If any provision in this Agreement is invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions are not affected. Any such invalid, illegal or unenforceable provision will be replaced by a valid, legal and enforceable provision that achieves to the greatest extent possible the economic, legal and commercial objectives of the original provision. This Agreement will remain in full force and effect notwithstanding expiry or termination.
2.7 Notice periods. Unless specified otherwise in this Agreement, all notice periods under this Agreement shall be calculated using Business Days (being Monday to Friday inclusive but excluding public holidays). All notices required or permitted to be given under this Agreement shall be in writing and may be delivered by hand, sent by facsimile or email, or sent by registered post or commercial courier service, to the address of the receiving Party as set out below (or as updated in accordance with this clause) or such other address notified by the receiving Party from time to time.
2.8 Assignment. This Agreement is personal to the Parties and neither Party may assign any of its rights, benefits or obligations under this Agreement without prior written consent of the other Party, which consent will not be unreasonably withheld; provided however that LGV may assign this Agreement upon notice to Contractor:
(a) in connection with a sale of all or substantially all of its assets or stock; or
(b) in connection with a merger, consolidation, corporate reorganization, change in control or other similar transaction.
2.9 Governing law and jurisdiction. This Agreement is governed by the laws of ARIZONA and the Parties irrevocably submit to the exclusive jurisdiction of the courts of STATE OF ARIZONA.
3.1 Services to be Provided. The Contractor will provide the Services to LGV in accordance with this Agreement and any Statement of Work agreed between the Parties from time to time (“SOW”). The SOW will specify, among other things:
(a) the services to be provided by the Contractor;
(b) the location(s) at which the services are to be performed;
(c) the commencement date and completion date for the provision of the services (if applicable); and
(d) any other special or unique requirements relating to the services.
3.2 Standard of Services. The Contractor will provide the Services with all due skill, care and diligence and in accordance with good industry practice. If LGV is not satisfied with any aspect of the Services, it may notify the Contractor in writing of such dissatisfaction and request that the Contractor remedy such deficiency within a reasonable period of time specified by LGV. If the Contractor fails to remedy such deficiency within such reasonable period of time or if LGV reasonably considers that the Services cannot be remedied, then LGV may terminate this Agreement in accordance with clause 8.1(b).
3.3 Authority. The Contractor acknowledges and agrees that it will only provide the Services set out in the SOW and that it does not have authority to make any commitment or incur any liability on behalf of LGV without the prior written consent of an authorised representative of LGV.
3.4 Compliance with Laws. In providing the Services, the Contractor will comply with all applicable laws (including, without limitation, trade practices, occupational health and safety, anti-discrimination and equal opportunity laws).
3.5 Insurance. The Contractor will, at its own cost, maintain adequate insurance cover in respect of all risks arising out of or in connection with the provision of the Services and will do all things necessary to ensure that such insurance cover is not invalidated, breached or otherwise affected by anything done or omitted by it. Upon request by LGV, the Contractor will produce evidence of such insurance cover to LGV.
4.1 Obligations of Confidentiality. Each Party acknowledges that it may be given access to Confidential Information of the other Party as a result of this Agreement. Each Party agrees:
(a) to keep the Confidential Information strictly confidential;
(b) not to disclose the Confidential Information to any person without the prior written consent of the other Party;
(c) to take all reasonable steps to ensure that no unauthorised persons have access to the Confidential Information.
4.2 Exceptions. The obligations in clause 4.1 will not apply to information which:
(a) is or becomes generally available to the public (otherwise than through a breach of this Agreement or confidentiality obligations owed by the receiving Party);
(b) the receiving Party can demonstrate was known by it at the time of entering into this Agreement; or
(c) is required to be disclosed by law, provided that the receiving Party gives the disclosing Party as much notice of such disclosure as is reasonably practicable.
4.3 Return of Confidential Information. On termination or expiry of this Agreement for any reason, each Party will promptly return to the other Party (or at the disclosing Party’s request destroy) all documents and other materials (in whatever form) containing Confidential Information of the other Party.
5. INTELLECTUAL PROPERTY
5.1 Ownership of IP Rights. As between the Parties, LGV owns all Intellectual Property Rights in relation to the Services and any deliverables produced by the Contractor pursuant to this Agreement. The Contractor hereby assigns (by way of present and future assignment) all Intellectual Property Rights that it may have or acquire in relation to the Services and deliverables to LGV.
5.2 Use of IP Rights. LGV may use (and permit others to use) the Intellectual Property Rights in the Services and deliverables for any purpose whatsoever.
6. TERM AND TERMINATION
6.1 Term. This Agreement commences on the Effective Date and will continue until all Services have been provided in accordance with this Agreement, unless earlier terminated in accordance with clause 6.2 or 6.3 below.
6.2 Termination by LGV for Breach. Without prejudice to any other rights or remedies it may have, LGV may terminate this Agreement with immediate effect by written notice to the Contractor if:
(a) the Contractor commits a material breach of any of the terms of this Agreement; or
(b) the Contractor becomes insolvent or bankrupt, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or similar official appointed over any of its assets or business, makes an arrangement with its creditors generally, ceases (or threatens to cease) to carry on business.
6.3 Termination for Convenience. LGV may terminate this Agreement at any time by giving the Contractor not less than 30 days’ written notice.
7. EFFECTS OF TERMINATION
7.1 Upon termination of this Agreement for any reason:
(a) the Contractor will immediately cease to provide the Services;
(b) the Contractor will promptly return to LGV (or at LGV’s request destroy) all documents and other materials (in whatever form) containing Confidential Information of LGV; and
(c) each Party will promptly pay to the other Party any amounts outstanding under this Agreement.
7.2 Termination or expiry of this Agreement will not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.
8. LIMITATION OF LIABILITY
8.1 Nothing in this Agreement will exclude or limit either Party’s liability for:
(a) death or personal injury caused by its negligence; or
(b) fraudulent misrepresentation.
8.2 Subject to clauses 8.1 and 8.3, neither Party will be liable to the other Party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
(a) any loss of profits;
(b) any loss of sales or business;
(c) any loss of agreements or contracts;
(d) any loss of anticipated savings;
(e) any loss of use or corruption of software, data or information; or
(f) any indirect or consequential loss.
8.3 Subject to clause 8.1, the total aggregate liability of each Party to the other Party in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, shall in no circumstances exceed a sum equal to the amount paid by LGV to the Contractor for the Services during the 12 months immediately preceding the date on which such liability arose.
9. FORCE MAJEURE
9.1 Neither Party shall be in breach of this Agreement nor liable for any delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
10. ENTIRE AGREEMENT
10.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
10.2 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
11.1 Except as set out in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
12.1 A waiver of any right under this Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach of that right or any other right.
13. NO PARTNERSHIP OR AGENCY
13.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
14.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
15.1 Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing, addressed to that Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
16. THIRD PARTY RIGHTS
16.1 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
17. VARIATION OF THESE TERMS AND CONDITIONS
LGV may revise these terms and conditions from time-to-time in the following circumstances:
(a) Changes in how we accept payment from you; and/or
(b) Where we are required to do so by law or regulation.
Any changes will be posted on our website www.lgcorp.com (“Website”). Please check the Website regularly for updates as they will bind you once posted. If you continue to use the Services after the date on which the change comes into effect, your use of the Services indicates your agreement to be bound by the new revised terms and conditions.
18. GOVERNING LAW AND JURISDICTION
18.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of United States and or State of Arizona.
18.2 The Parties irrevocably agree that the courts of Arizona shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). Nothing in this clause shall limit the right of Logic Global Vision to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by law.
19. ENTIRE AGREEMENT
19.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). Nothing in this clause shall limit the right of Logic Global Vision to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by law.
19.2 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
The Terms & Conditions listed here were last updated on March, 25 2022. These Terms & Conditions are effective as of that date.