Terms and Conditions

1. INTERPRETATION
1.1 Definitions. In these Conditions, the following definitions apply:
1.2 Construction. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body
(whether or not having a separate legal personality);
(b) a reference to a party includes its personal representatives, successors or
permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or
statutory provision as amended or re-enacted. A reference to a statute or
statutory provision includes any subordinate legislation made under that statue
or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any
similar expression, shall be construed as illustrative and shall not limit the
sense of the words preceding those terms; and
(e) a reference to writing or written includes faxes and emails.

2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Services in
accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues
written acceptance of the Order at which point and on which date the Contract
shall come into existence (Commencement Date.)
2.3 The Contract constitutes the entire agreement between the parties. The
Customer acknowledges that it has not relied on any statement, promise or
representation made or given by or on behalf of the Supplier which is not set
out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the
Supplier, and any descriptions or illustrations contained in the Supplier’s
catalogues or brochures, are issued or published for the sole purpose of giving
an approximate idea of the Services described in them. They shall not form
part of the Contract or have contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that
the Customer seeks to impose or incorporate, or which are implied by trade,
custom, practice or course of dealing.
2.6 Any quotation given by the Supplier shall not constitute an offer and is only
valid for a period of 30 days from its date of issue.

3. SUPPLY OF SERVICES
3.1 The Supplier shall supply the services to the Customer in accordance with the
Specification in all material respects.
3.2 The Supplier shall use all reasonable endeavours to meet any performance
dates specified in the quotation overleaf, but any such dates shall be estimates
only and time shall not be of the essence for performance of the Services.
3.3 The Supplier shall have the right to make any changes to the Services which
are necessary to comply with any applicable law or safety requirement, or
which do not materially affect the nature or quality of the Services, and the
Supplier shall notify the Customer in any such event.
3.4 The Supplier shall have the right to make any changes to the Services which
are necessary to comply with any applicable law or safety requirement, or
which do not materially affect the nature or quality of the Services, and the
Supplier shall notify the Customer in any such event.

4. CUSTOMER’S OBLIGATIONS
4.1 The Customer shall;
(a) ensure that the terms of the Order and any information it provides in the
Specification are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants, and subcontractors
with access to the Customer’s premises, office accommodation and other
facilities as reasonably required by the Supplier;
(d) provided the Supplier with such information and materials as the Supplier may
reasonably require in order to supply the Services, and ensure that such
information is accurate in all material respects;
(e) prepare the Customer’s premises for the supply of the Services and ensure
that such premises are in a safe condition’
(f) obtain and maintain all necessary licenses, permissions and consents which
may be required before the date on which the Services are to start;
(g) keep and maintain all materials, equipment, documents and other property of
the Supplier (Supplier Materials) at the Customer’s premises in safe custody
at its own risk, maintain the Supplier Materials in good condition until returned
to the Supplier, and not dispose of or use the Supplier Materials other than in
accordance with the Supplier’s written instructions or authorisation; and
4.2 If the Supplier’s performance of any of its obligations under the Contract is
prevented or delayed by any act or omission by the Customer or failure by the
Customer to perform any relevant obligation (Customer Default):
(a) the Supplier shall without limiting its other rights or remedies have the right to
suspend performance of the Services until the Customer remedies the
Customer Default, and to rely on the Customer Default to relieve it from the
performance of any of its obligations to the extent the Customer
Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or loses sustained or incurred by
the Customer arising directly or indirectly from the Supplier’s failure or delay to
perform any of its obligations as set out in the is clause 4.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or
losses sustained or incurred by the Supplier arising directly or indirectly from
the Customer Default.

5. CHARGES AND PAYMENT
5.1 The Charges for the Services shall be on a time and materials basis;
(a) the Charges shall be calculated in accordance with the Supplier’s standard
daily fee rates, as set out in the quotation overleaf; and
(b) if there are any delays in the completion of the Services which are not the fault
of the Supplier, the Supplier shall be entitled to charge the Customer an
overtime rate at the Suppliers standard daily fee rate on a pro-rata basis for
each part day or for any time worked by individuals whom it engages
reasonably incurred by the Supplier in connection with the Services including,
but not limited to, travelling expenses, hotel costs, subsistence and any
associated expenses, and for the cost of services provided by third parties and
required by the Supplier for the performance of the Services, and for the cost
of any materials.
5.2 The Supplier shall invoice the Customer on completion of the Services and the
Customer shall pay each invoice submitted by the Supplier within 28 days of
the date of the invoice and in full and in cleared funds to a bank account
nominated in writing by the Supplier, and time for payment shall be of the
essence of the Contract.
5.3 All amounts payable by the Customer under the Contract are exclusive of
amounts in respect of value added tax chargeable for the being (VAT). Where
any taxable supply for VAT purposes is made under the Contract by the
Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice
from the Supplier, pay to the Supplier such additional amounts in respect of
VAT as are chargeable on the supply of the Services at the same time as
payment is due for the supply of the Services.
5.4 Without limiting any other right or remedy of the Supplier, if the Customer fails
to make any payment due to the Supplier under the Contract by the due date
for payment (Due Date), the Supplier shall have the right to charge interest on
the overdue amount at the rate of 8 per cent per annum above the then current
Barclays Bank’s base rate accruing on a daily basis from the Due Date until
the date of actual payment the overdue amount, whether before or after
judgment, and compounding quarterly.
5.5 If the Customer wishes to cancel the Order, such cancellation must be agreed
by the Supplier, and if agreed, the Customer shall pay the Supplier a
cancellation fee of not less than 25% of the value of the Order set out overleaf.
5.6 The Customer shall pay all amounts due under the Contract in full without any
deduction or withholding except as required by law and the Customer shall not
be entitled to assert any credit, set-off or counterclaim against the Supplier in
order to justify withholding payment of any such amount in whole or in part.
The Supplier may, without limiting its other rights or remedies, set off any
amount owing to it by the Customer against any amount payable by the
Supplier to the Customer.

6. INTELLECTUAL PROPERTY RIGHTS
6.1 All intellectual Property Rights in or arising out of or in connection with the
Services shall be owned by the Supplier.
6.2. The Customer acknowledges that, in respect of any third party Intellectual
Property Rights, the Customer’s use of any such Intellectual Property Rights is
conditional on the Supplier obtaining a written licence from the relevant
licensor on such terms as will entitle the Supplier to license such right to the
Customer.
6.3 All Supplier Materials are the exclusive property of the Supplier.

7. CONFIDENTIALITY
A party (Receiving Party) shall keep in strict confidence all technical or
commercial know-how, specifications, inventions, processes or initiatives
which are of a confidential nature and have been disclosed to the Receiving
Party by the other party (Disclosing Party) its employees, agents or
subcontractors, and any other confidential information concerning the
Disclosing Party’s business or its products or its services which the Receiving
Party may obtain. The Receiving Party shall restrict disclosure of such
confidential information to such of its employees, agents or subcontractors as
need to know it for the purpose of discharging the Receiving Party’s obligations
under the Contract, and shall ensure that such employees, agents or
subcontractors are subject to obligations of confidentiality corresponding to
those which bind the Receiving Party. This clause 7 shall survive termination of
the Contract.

8. LIMITATION OF LIABILITY
8.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for
(a) death or personal injury caused by its negligence, or the negligence of its
employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession)

8.2 Subject to clause 8.1;
(a) the Supplier shall under no circumstances whatever be liable to the Customer,
whether in contract, tort (including negligence), breach of statutory duty, or
otherwise, for any loss of profit, or any indirect or consequential loss arising
under or in connection with the Contract; and
(b) the Supplier’s total liability to the Customer in respect of all other losses arising
under or in connection with the Contract, whether in contract tort (including
negligence), breach of statutory duty, or otherwise, shall in no circumstances
exceed the total of the Charges.
8.3 Except as set out in these Conditions, all warranties, conditions, and other
terms implied by statute or common law are, to the fullest extent permitted by
law, excluded from the Contract.
8.4 This clause 8 shall survive termination of the Contract.

9. TERMINATION
9.1 Without limiting its other rights or remedies, each party may terminate the
Contract with immediate effect by giving written notice to the other party if;
(a) the other party commits a material breach of the Contract and (if such a breach
is remediable) fails to remedy that breach within 15 days of that party being
notified in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is
unable to pay its debts as they fall due or admits inability to pay its debts or
(being a company) is deemed unable to pay its debts within the meaning of
section 123 of the Insolvency Act 1986 or (being an individual) is deemed
either unable to pay its debts or as having no reasonable prospect of so doing,
in either case, within the meaning of section 268 of the Insolvency Act 1986 or
(being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors
with a view to rescheduling any of its debts, or makes a proposal for or enters
into any compromise or arrangement with its creditors [other than (where a
company) for the sole purpose of a scheme for a solvent amalgamation of that
other party with one or more other companies or the solvent reconstruction of
that other party];
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made,
for or in connection with the winding up of that other party (being a company)
other than for the sole purpose of a scheme for a solvent amalgamation of that
other party with one or more other companies or the solvent reconstruction of
that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or
order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of,
or a distress, execution, sequestration or other such process is levied or
enforced on or sued against, the whole or any part of its assets and such
attachment or process is not discharged with 14 days;
(g) an application is made to court, or an order is made, for the appointment of an
administrator or if a notice of intention to appoint an administrator is given or if
an administrator is appointed over the other party (being a company);
(h) a floating charge holder over the assets of that other party (being a company)
has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other
party or a receiver is appointed over the assets of the other party;
(j) any event occurs or proceeding is taken with respect to the other party in any
jurisdiction to which it is subject that has an effect equivalent or similar to any
of the events mentioned in clause 9.1(b) to 9.1(i) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, to carry
on all or a substantial part of its business; or
(l) the other party (being an individual) dies or, by reason of illness or incapacity
(whether mental or physical) is incapable of managing his own affairs or
becomes a patient under any mental health legislation.
9.2 Without limiting its other rights or remedies, the Supplier may terminate the
Contract with immediate effect by giving written notice to the Customer if the
Customer fails to pay any amount due under this Contract on the due date for
payment.
9.3 Without limiting its other rights or remedies, the Supplier shall have the right to
suspend provision of the Services under the Contract or any other contract
between the Customer and the Supplier if the Customer becomes subject to
any of the events listed in clause 9.1(b) to clause 9.1(l), or the Supplier
reasonably believes that the Customer is about to become subject to any of
them, or if the Customer fails to pay any amount due under this Contract on
the due date for payment.

10. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason;
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s
outstanding unpaid invoices and interest and, in respect of Services supplied
but for which no invoice has been submitted, the Supplier shall submit an
invoice, which shall be payable by the Customer immediately on receipt;
(b) the customer shall return all of the Supplier Materials and any Deliverables
which have not been fully paid for. If the Customer fails to do so, then the
Supplier may enter the Customer’s premises and take possession of them.
Until they have been returned, the Customer shall be solely responsible for
their safe keeping and will not use them for any purpose not connected with
this Contract;
(c) the accrued right, remedies, obligations and liabilities of the parties as at expiry
or termination shall not be affected, including the right to claim damages in
respect of any breach of the Contract which existed at or before the date of
termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall
continue in full force and effect.

11. GENERAL
11.1 Force majeure For the purposes of this Contract, Force Majeure Event means
an event beyond the reasonable control of the Supplier including but not
limited to strikes, lock-outs, or other industrial disputes (whether involving the
workforce of the Supplier or any other party), failure of a utility service or
transport network, act of God, war, riot, civil commotion, malicious damage,
compliance with any law or governmental order, rule, regulation or direction,
accident, breakdown of plant or machinery, fire, flood, storm or default of
suppliers or subcontractors.
11.2 The Supplier shall not be liable to the Customer as a result of any delay or
failure to perform its obligations under this Contract as a result of a Force
Majeure Event.
11.3 If the Force Majeure Event prevents the Supplier from providing any of the
Services for more than 1 week, the Supplier shall, without limiting its other
rights or remedies have the right to terminate this Contract immediately by
giving written notice to the Customer.
11.4 The Supplier may at any time assign, transfer, charge, subcontract or deal in
any other manner with all or any of its rights under the Contract and may
subcontract or delegate in any manner any or all of its obligations under the
Contract to any third party or agent.
11.5 The Customer shall not, without the prior written consent of the Supplier,
assign, transfer, charge, subcontract or deal in any other manner with all or
any of its rights or obligations under the Contract.
11.6 Any notice or other communication required to be given to a party under or in
connection with this Contract shall be in writing and shall be delivered to the
other party personally or sent by prepaid first-class post, recorded delivery or
by commercial courier, at its registered office (if a company) or (in any other
case) its principal place of business, or sent by fax to the other party’s main fax
number.
11.7 Any notice or other communication shall be deemed to have been duly
received if delivered personally, when left at the address referred to above or,
if sent by pre-paid first class post or recorded delivery, at 9.00am on the
second Business Day after posting, or if delivered by commercial courier, on
the date and at the time that the courier’s delivery receipt is signed, or if sent
by fax, on the next Business Day after transmission.
11.8 This clause shall not apply to the service of any proceedings or other
documents in any legal action. For the purposes of this clause, “writing” shall
not include e-mails and for the avoidance of doubt notice given under this
Contract shall not be validly served if sent by e-mail.
11.9 A waiver of any right under the Contract is only effective if it is in writing and
shall not be deemed to be a waiver of any subsequent breach or default. No
failure or delay by a party in exercising any right or remedy under the Contract
or by law shall constitute a waiver of that or any other right or remedy, nor
preclude or restrict its further exercise. No single or partial exercise of such
right or remedy shall preclude or restrict the further exercise of that or any
other right or remedy.
11.10 If a court or any other competent authority finds that any provision of the
Contract (or part of any provision) is invalid, illegal or unenforceable, that
provision or part-provision shall, to the extent required, be deemed deleted,
and the validity and enforceability of the other provisions of the Contract shall
not be affected.
11.11 If any invalid, unenforceable or illegal provision of the Contract would be valid
enforceable and legal if some part of it were, deleted, the provision shall apply
with the minimum modification necessary to make it legal, valid and
enforceable.
11.12 No partnership: Nothing in the Contract is intended to, or shall be deemed to,
constitute a partnership or joint venture of any kind between any of the parties,
nor constitute any party the agent of another party for any purpose. No party
shall have authority to act as agent for, or to bind, the other party in any way.
11.13 Third Parties: A person who is not a party to the Contract shall not have any
rights under or in connection with it.
11.14 Variation: Except as set out in these Conditions, any variation, including the
introduction of any additional terms and conditions, to the Contract, shall only
be binding when agreed in writing and signed by the Supplier.
11.15 Governing law and jurisdiction: This Contract, 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, English Law, and the parties irrevocably submit to the
exclusive jurisdiction of the courts of England and Wales.