Last updated:  24th July 2025

These Terms and Conditions must be read in conjunction with the related quotation or proposal.

“The Contract” means the Proposal and these Terms and Conditions which together form the contract.

“The Company” means Mizorix Ltd, a company incorporated in England and Wales under company number  15497538 and having its registered office at 20 Wenlock Road, London, N1 7GU.  

“The Customer” means the organisation that uses the Services having accepted the Proposal.

“Deliverables” means the tangibles to be delivered to the Customer as part of the Services and which are listed or specified in the Proposal, if any.

“IPR” means any and all patents, trademarks, service marks, domain names, registered designs, utility models, applications for the right to make applications for any such rights, inventions, know-how, unregistered trademarks and service marks, trade and business names, copyrights (including rights in computer software) unregistered design rights, copyrights in databases and all other rights of a similar effect or nature

“The Proposal” means the Proposal attached to these Terms and Conditions which sets out the Services and any Deliverables that are to be delivered to the Customer by the Company as part of this contract

“Results” means the end product of the Services

“Services” means the Services described in the Proposal to be delivered as part of this contract

A person who is not a party to the contract shall not derive the right to enforce any of the terms of the contract by virtue of the contracts (rights of third parties) act 1999 (the third party rights act).

The services

The company shall provide the services and in so doing shall exercise reasonable skill and care in the provision of the services. The customer acknowledges that the quality, the accuracy and the time of delivery of the results depends upon the quality and timeliness of the information provided by the customer to the company and on the customer’s compliance with the requirements set out in clause 3. Where a timetable is referred to in the proposal the company will use reasonable endeavours to provide the services in accordance with that timetable.

Deliverables

The company will ensure that any deliverables conform to the description or specification contained in the proposal. Where acceptance criteria are specified in the proposal acceptance of the deliverables by the customer will be subject to such specified criteria. Where no acceptance criteria are specified the customer will be deemed to accept the deliverables on delivery.

Customer responsibilities

The customer will ensure that the company has reasonable access to its staff, including senior management where necessary and will ensure that its staff are available to provide assistance when required.

Fees and payment

The estimate of the total vat exclusive cost of the services stated in the proposal is based upon the information provided by the customer during contract negotiations. The company will use all reasonable endeavours to ensure that the services are provided within the estimate given. If, however, the customer fails to notify the company in writing prior to the commencement of the contract of any relevant circumstances that could or will increase costs or should any reasonably unforeseen circumstances arise that will or could increase costs the company shall notify the customer as soon as it becomes aware of such circumstances and will issue a revised estimate. The company will proceed with the services upon the basis of the new estimate unless notified in writing by the customer within 7 days of issue of the revised estimate that the customer does not wish to proceed. In such circumstances the contract shall be deemed terminated and the customer shall pay for any work done up to and including the date of termination.

Intellectual property rights

Nothing herein shall be so construed as to prevent either party from using data processing techniques, ideas, know-how and the like gained during the performance of the contract in the furtherance of its normal business, to the extent that this does not result in a disclosure of confidential information, infringement of any valid intellectual property rights of either party or the unauthorised processing of any personal data.

Term and termination

The terms of the contract which expressly or by implication are intended to survive its expiry shall do so. Those terms which are expressly stated to survive are clauses 5, 6, 7, 8, and 9.

Liability

The services, results and deliverables are provided solely for the benefit of the customer and the company accepts no responsibility for third party use of the services, results or deliverables.

Confidentiality

In this clause 8 the party receiving confidential information shall be referred to as “the recipient” and the party who discloses the information as “the discloser”.

Clause 8.1 does not apply to any information which the recipient proves:

Is required to be disclosed by (i) law or by order of a court of competent jurisdiction or (ii) pursuant to a formal or informal request of a tax authority or (iii) to its legal advisers for the purpose of obtaining legal advice.

Data protection

In case the applicable data protection and ancillary laws change in a way that the contract is no longer adequate for the purpose of governing lawful data sharing exercises, the parties agree that they will negotiate in good faith to review the contract in light of the new legislation.

Law and jurisdiction

This contract is governed by and shall be construed in accordance with english law and any disputes, differences or questions of interpretation shall, subject to the remainder of this clause 10, be subject to the exclusive jurisdiction of the english courts.

Changes

Either party may request changes to the contract which must be described in sufficient detail for the other party to assess the impact of the requested change on cost and timetable. The parties will work together to consider and, if appropriate, agree the changes but until such agreement is confirmed in writing both parties will act in accordance with the existing terms of the contract.