Resale of Third Party Software and/or Services

"Associated Agreement" means any agreement or Statement of Work or statement of supply that is entered into between the parties

“Client” means the individual(s) or organisation(s) detailed as such in the Statement of Work;

“Statement of Work” means a written offer to supply Services to the Client, and will include quotes for the resale of Third-Party Software and/or services;

“Third Party Services” means any support and maintenance services relating to the Third Party Software;

“Third Party Software” means software owned by third parties that ICA Consultancy supplies to the Client, as specified in the Statement of Works; and

“Third Party User Agreement” means the end user licence agreement (in the case of software), services agreement (in the case of services) or similar document that the Client is required to enter into by the relevant third party vendor to enable the Client to use and receive the Third Party Software and the Third Party Services.

• These terms and conditions are applicable to the resale of Third Party Software and/or Third Party Services. 

• These terms shall be accepted by the Client on the earlier of:

  • the Client’s written acceptance of an Associated Agreement; or

  • upon any act by the Client consistent with its acceptance of the Associated Agreement, including issuance of a purchase order or a request to schedule the delivery of any associated services,

• at which point and on which date the Associated Agreemen shall come into existence.

• If there is any conflict or inconsistency between these terms and an Associated Agreement, the following order of precedence applies to the extent of that conflict or inconsistency (listed below in order of high to low priority): 

  • each Associated Agreement

  • these terms and conditions

1. ICA Consultancy shall procure the delivery of the Third Party Software and Third Party Services to the Client. The Client shall be responsible for entering into, and complying with the terms of, any Third Party User Agreement that may be required in order to receive the Third Party Services and/or to use the Third Party Software. The Client shall pay the Fees for the Third Party Services and Third Party Software (as specified in the Statement of Works) to ICA Consultancy.

2. ICA Consultancy shall use reasonable endeavours to deliver the Third Party Software by the applicable delivery date specified in the Statement of Works. If ICA Consultancy agrees to supply the Third Party Software:

   1. using electronic transmission, then delivery of the Third Party Software takes place on the later of the Third Party Software or, if applicable, the licence key to use the Third Party Software, being: (a) made available by ICA Consultancy for download by the Client using a secure means of delivery; or (b) sent by email to the Client.

   2. on physical media, then delivery of the Third Party Software takes place when the Third Party Software is available for collection at ICA Consultancy’s premises. On such delivery of the Third Party Software: (a) the Client shall be responsible for (i) collecting the Third Party Software from ICA Consultancy’s premises, and (ii) loading the Third Party Software on to the Client’s transportation vehicle; and (b) the risk of loss or damage in the Third Party Software shall pass to the Client.

3. The Client’s right to use the Third Party Software is governed solely by the third party terms and conditions set out in the relevant Third Party User Agreement. The Client shall comply with the Third Party User Agreement in respect of its use of the Third Party Software.

4. The Client shall, at all times during and after the termination or expiry of this Agreement, indemnify, keep indemnified and hold harmless ICA Consultancy, its Affiliates and their respective officers, employees, agents, contractors and sub-contractors in full and on demand from and against any and all claims, fines, losses, damages, demands, costs, expenses, fees (including, but not limited to, court and legal fees) and liabilities (in each case whether direct, indirect or consequential) of whatever nature, awarded against or agreed to be paid or otherwise suffered, incurred or sustained by ICA Consultancy or its Affiliates directly or indirectly as a result of any breach by the Client of the Third Party User Agreement.

1. Notwithstanding anything in an Associated Agreement to the contrary, ICA Consultancy shall have no liability to the Client or any other party in respect of the Third Party Software and Third Party Services (or any acts or omissions of the relevant third party vendors supplying the same), including for times of performance or delivery, it being recognised that ICA Consultancy’s only obligation is to procure such Third Party Software and Third Party Services for the Client on a resale basis, and that the Client shall have rights in respect of such Third Party Software and Third Party Services as contained in the Third Party User Agreement between the Client and the relevant third party vendor, to which ICA Consultancy is not a party.

1. Each Associated Agreement will specify the basis of ICA Consultancy's charges for the relevant supply of Third Party Software and Services and ICA Consultancy will invoice the Client accordingly. All amounts specified in an Associated Agreement are exclusive of any taxes unless expressly specified otherwise. 

2. Unless otherwise specified in an Associated Agreement, all invoices issued by ICA Consultancy are due for payment by the Client within 30 days of the date of the invoice.

3. Subject to clause 3.4, the Client must pay all invoices in full without set-off or deduction of any kind.

4. If the Client wishes to dispute an invoice, it must notify ICA Consultancy in writing within 14 (fourteen) days of the date of the invoice and provide details of the dispute. The Client may withhold payment of the disputed part of an invoice only and must pay that part (or any amount subsequently agreed or determined to be the correct amount owing) promptly on resolution of the dispute.

5. Without limiting any other remedies available to ICA Consultancy for late payment or failure to pay any amount due, if any amount due is not paid by the Client by the due date, ICA Consultancy may:

   1. charge the Client interest calculated at 5% on the balance of the amount due by the Client from the due date until payment is received in full by ICA Consultancy; and/or

   2. charge the Client all collection costs reasonably incurred by ICA Consultancy in collection of the amount outstanding (including solicitor and/or collection agency fees); and/or

   3. on 5 Working Days’ notice in writing, suspend delivery of Third Party Software and Services until the outstanding amount is paid in full.

6. Unless otherwise specified in the relevant Associated Agreement:

   1. ICA Consultancy may increase its pricing from time to time but not more often than once every 12 months;

   2. ICA Consultancy will give the Client one month’s notice in writing of any price increase.

1. Unless otherwise specified in an Associated Agreement:

   1. subscription based Third Party Software and Services will be renewed on an annual basis (12 months), from the anniversary of the Associated Agreement. 

   2. The Client will be given no less than 30 days notice.

   3. Subscriptions will not auto-renew.

2. Purchases of Third Party Software and Services cannot be cancelled during the subscription or license term, unless otherwise specified in the Associated Agreement.​

1. In the event of any dispute arising between the parties in relation to an Associated Agreement, no party may commence any proceedings relating to the dispute (except where the party seeks urgent interlocutory relief) unless that party has complied with the procedures in this clause 17.

2. ​The party initiating the dispute (“the first party”) must provide written notice of the dispute to the other party (“the other party”) and nominate in that notice the first party’s representative for the negotiations. The other party must within fourteen days of receipt of the notice, give written notice to the first party naming its representative for the negotiations ("Other Party's Notice"). Each nominated representative will have authority to settle or resolve the dispute. The parties will co-operate with each other and endeavour to resolve the dispute through discussion and negotiation.

3. ​If the dispute is not resolved within one month following the date of the Other Party's Notice (or such longer period as may be agreed upon in writing by the parties), either party may utilise any other legal remedies available to it in seeking to resolve the dispute.

1. Each Associated Agreemen is governed by the laws of England and Wales. The parties hereby submit to the non-exclusive jurisdiction of the courts of the United Kingdom.

This website is owned and operated by ICA Consultancy Ltd.

We are registered in England and Wales under registration number 10901862, VAT Number GB 278 1233 95.

Our registered office is:

ICA Consultancy, Kd Tower, Cotterells, Hemel Hempstead, England, HP1 1FW

You can contact us by writing to the business address given above, or by email to info@icaconsultancy.co.uk.