PROJECTLINK MOTIVATION LTD STANDARD CONDITIONS OF BUSINESS
1 INTERPRETATION
"Company" shall mean Projectlink Motivation Ltd.
"Services" shall mean the services which are the subject of this contract and shall include the provision of marketing consultancy advice, and printed presentation and promotional material.
"Customer" shall mean the person, firm or company who contracts to purchase in full or in part the Services from the Company.
"Intellectual Property Rights" shall mean patents, registered and unregistered designs, copyright and all other intellectual property protection wherever in the world enforceable.
"Price" means the aggregate of the price for the Services and any Artwork provided under the Contract and the Value Added Tax payable on the total thereof as notified to the Customer or such other price as may be agreed in writing from time to time between the Company and the Customer.
"Writing" includes telex, cables, facsimile transmission and comparable means of communication.
2 GENERAL
(a) Any Contract entered into by the Company for the supply of Services is subject to these conditions. Any writing on or attached to any purchase order form, document or correspondence shall not be included or implied unless previously agreed upon in writing and signed by an authorised officer of the Company.
(b) No order for supply of Services arising from a quotation or otherwise shall be deemed to be accepted or constitute a legally enforceable contract with the Company until accepted in writing by the Company or until commencement of the supply of the Services whichever shall be the earlier.
(c) No responsibility is accepted by the Company for any inaccuracy or errors in orders given by telephone.
3 DESCRIPTIONS AND SPECIFICATIONS
(a) The descriptions, specifications and illustrations contained in marketing leaflets or descriptive matter produced by the Company shall not form part of the Contract and no report, representation or statement made by any servant or agent of the Company otherwise than as set out in this contract shall be binding on the Company.
(b) The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any purchase order or specification and for giving the Company any necessary information relating to the Services within a sufficient time to enable the Company to perform the Contract in accordance with its term.
(c) Each party shall indemnify the other party against all loss, damages, costs and expenses awarded against or incurred by or on behalf of the other party in connection with or paid or agreed to be paid by the other party in settlement of any claim for infringement of any Intellectual Property Rights by the first party of any other person in connection with the supply of Services to the Customer by the Company.
(d) Each party warrants to the other that insofar as it is aware, at all times reasonably, the subject matter of the Services and the production of the printed presentation and promotional material at the request of the Customer shall not contravene any law, regulation, directive or any other legislation of the United Kingdom or European Union.
4 TIME
Any date or period quoted by the Company for completion of the Services is given in good faith by way of estimate only. While the Company will endeavour to complete the Services within the period stated, such date or period is not to be of the essence of the Contract and the Customer shall be bound to accept completion of the Services as and when possible.
5 PRICE
(a) All prices both quoted and printed are exclusive of VAT where applicable and other costs unless expressly specified to the contrary.
(b) The Company reserves the right to amend any accidental errors and omissions in quotations and invoices save for the prices set out in the contract.
(c) The Customer warrants that all information (relating to the Services) provided by the Customer to the Company for inclusion in the printed presentation and promotional material or otherwise is accurate and truthful in all material respects and that any claims which the Customer requires to be made in respect of the Services in such printed presentation and promotional material are accurate and legal and do not contravene any law, regulation, directive or any other legislation of the United Kingdom or European Union.
6 PAYMENT
(a) The cost of the Services shall be the Price.
(b) The Customer shall normally pay the Price within 30 days of the date of the Company's invoice, unless specifically agreed in advance with the Customer for an earlier date for payment, notwithstanding that the Services have not at that time been fully performed.
(c) The Customer shall have no right of set off, statutory or otherwise.
(d) If the Customer fails to make any payment on the due date or is otherwise in default of its obligations, then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to suspend any further supply of the Services to the Customer.
7 INTELLECTUAL PROPERTY RIGHTS
(a) All intellectual Property Rights arising out of the provision of the Services shall belong to the Company subject to Clause 10.1 of the SLA.
8 LIABILITY
(a) The Company shall not be liable for any consequential or indirect loss suffered by the Customer whether this loss arises from a breach of duty in contract or tort or in any other way including loss arising from the Company's negligence. Non-exhaustive illustrations of consequential or indirect loss are:
(i) loss of profits;
(ii) loss of contracts.
(b) The Company shall not under any circumstances be liable in the event of the Customer's failure to obtain due certification from any relevant regulatory authority.
(c) The Customer hereby undertakes and agrees to take out adequate insurance cover with an insurance office of repute to cover liability accepted by it in this Clause 8 and at request agree to produce a copy of the insurance policy or policies and relevant renewal or receipts for Inspection by the Company.
(d) The Company shall not be liable in any way for any damages direct or consequential as a result of the use of its Services other than as agreed, or otherwise than as stated and agreed in the Company's specifications, nor for any fault or defect arising from the Customer's failure to disclose relevant and pertinent information to the Company. Where the purpose of the Service is misrepresented or omitted by the Customer, the Company shall be under no obligation in any manner in respect of any such misrepresentation or omission and all responsibility and liability regarding the same shall pass to the Customer.
(e) Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
(f) Any claim by the Customer which is based on any defect in the quality of the Services or their failure to correspond with the Customer's requirements shall (whether or not delivery is refused by the Customer) be notified to the Company within 10 working days from the date of the Customers’ appreciation of such defect , the Customer acting reasonably at all times. If the Customer does not so notify the Company, the Customer shall not be entitled to reject the Services or any part thereof and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Services had been performed in accordance with the Contract.
(g) Where any valid claim in respect of any of the Services which is based on any defect in the quality or condition of the Services is notified to the Company in accordance with these Conditions, the Company shall be required to provide further replacement Services (or the part in question) free of charge .
(h) Neither party shall be liable to the other party or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of the first party’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company's reasonable control.
9 REPORTS AND CONFIDENTIALITY
The Company shall have no right to disclose the contents of any reports prepared by it during the provision of the Services to any other person whether for payment or otherwise except with the prior written consent of the Customer, such consent not to be unreasonably withheld. Additionally, all information provided by the Customer as part of any brief shall be treated as confidential by the Company unless specified in writing by the Customer.
10 FORCE MAJEURE
(a) Neither party shall be liable for any failure to perform its obligations hereunder to the extent arising from circumstances outside that party’s control.
(b) Non-exhaustive illustrations of such circumstances would be Acts of God, war, riot, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, Government action or regulations or accidents.
(c) Should either party be prevented from proceeding in the above circumstances, it shall give the other party written notice of this fact as soon as reasonably practicable after discovering it.
(d) If the circumstances which prevent continuation are still continuing six months after the receipt of the above notice, then either party may give written notice to the other canceling the Contract.
(e) If the Contract is cancelled in this way, the Company will refund any payment which the Customer has already made on account of the Price (subject to deduction of any amount the Company is entitled to claim from the Customer for any services properly performed prior to the date of such cancellation) but the Company will not be liable to compensate the Customer for any further loss or damage caused by the failure to deliver.
11 CANCELLATION
(a) If any of the following occur:
(i) Either Party makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);
(ii) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of either party;
(iii) Either party ceases, or threatens to cease, to carry on business; or
(iv) It is reasonably apprehended that any of the events mentioned above is about to occur in relation to either party and that party is notified accordingly
then, without prejudice to any other right or remedy available to the other party, the other party shall be entitled to cancel the Contract or suspend any further supplies under the Contract without any liability to the first party.
(b) Cancellation of the order by the Customer shall entitle the company to payment of all costs, expenses and losses reasonably incurred by the company prior to the date of cancellation in the proper provision of the services.
12 NOTICES
Any notice to be given hereunder shall be in writing and shall be deemed to have been duly given or sent or delivered to the party concerned at its registered office address or such other address as the party may from time to time notify in writing and shall be deemed to have been served, if sent by post, forty-eight hours after posting.
13 ASSIGNMENT
Neither the Company nor the Customer shall assign or transfer or purport to assign or transfer the Contract or the benefits thereof to any other person without the prior consent of each other.
14 SUBCONTRACTING
The Company reserves the right at its own discretion to subcontract the performance or any part of the Services.
15 DATA PROTECTION ACTS
Each party will at all times comply with the provisions and obligations of the Data Protection Acts and the Data Protection Principles set out in those Acts in storing and processing personal data.
16 PROPER LAW AND JURISDICTION
This Contract shall be governed and construed in accordance with English Law and all disputes arising in connection with the Contract shall be submitted to the jurisdiction of the English courts.
17 OTHER PROVISIONS
(a) No waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
(b) If any provision of this contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this contract and the remainder of the provision in question shall not be affected thereby.
(c) Any dispute arising under or in connection with this contract shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Charted Institute of Arbitrators.