Terms and Conditions – Business to Business
1. Interpretation
1.1. In this Agreement, capitalised terms have the meaning given to them where they are first defined in this Agreement and in particular:
Additional Services: means services requested by the Client and delivered by the Provider (or its agents or contractors) that are in addition to the Services;
Business Days: means a day other than Saturday, Sunday and public holidays in England;
Goods: means any goods or products that the Provider provides as part of the Services;
Order: means the document headed Order and attached to these Terms and Conditions.
2. General
2.1. The terms of this Agreement apply to the supply of the Services and the supply of any Additional Services.
2.2. In the event of any inconsistency between the documents referred to in this Agreement, the following order of precedence shall apply: (1) Terms and Conditions; (2) Order.
2.3. This Agreement shall commence on the Commencement Date and shall end when: (1) the Services have been provided or (2) upon the Provider serving written notice of termination to the Client (‘The Term’).
3. Party obligations
3.1. Subject to the Client adhering to its obligations in this Agreement, the Provider shall perform the Services in accordance with the Specification.
3.2. The Client agrees that any dates provided by the Provider for the delivery of the Services or Additional Services are estimates only.
3.3. The Client shall cooperate with the Provider’s reasonable instructions in connection with the Services and Additional Services.
4. Fee
4.1. Subject to the receipt of an invoice, the Client shall pay the Provider the Fee.
4.2. The Fee stated in the Order includes VAT at the prevailing rate at the date of the Order. The Provider shall vary the Fee if the prevailing rate of VAT changes between the date of the Order and the date that the Services are provided.
4.3. All invoices are due for payment as stated in the Order, without any deduction, set-off or counterclaim.
4.4. If an invoice (or part of an invoice) remains unpaid after the due date for payment, the Provider shall charge:
4.4.1. interest at 8% above the current Bank of England base rate until the payment is made; and
4.4.2. an administration charge of £75 per hour for the time the Provider spends pursuing or collecting the outstanding debt.
5. Additional Services
5.1. Any Additional Services shall be subject to these Terms and Conditions and shall be charged by the Provider as agreed in writing, or in the absence of an agreement in writing, at the Provider’s current standard hourly rates.
6. Title
6.1. The Provider owns all Goods and title to the Goods shall not pass to the Client except for any Goods specifically used in connection with the provision of the Services or Additional Services.
7. Warranties & Liability
7.1. Nothing in this agreement shall exclude or in any way limit the Provider’s liability to the extent such liability may not be excluded or limited as a matter of law.
7.2. The Client has decided to not purchase the Provider’s warranty product and agrees that the limitations of liability contained in this clause 7 are reasonable. Subject to clause 7.1, the Provider’s maximum aggregate liability under or in connection with this Agreement shall not exceed the total fees paid to the Provider under this Agreement in the prior 12 months.
7.3. Subject to clause 7.1 in no event shall the Provider be liable to the Client for:
7.3.1. any loss of actual or anticipated income or profits, loss of contracts; or
7.3.2. any special, indirect or consequential loss or damage of any kind;
7.3.3. any loss relating to goodwill or reputation.
7.4. The parties agree that any condition, warranty representation or other term concerning the performance of the Services which might otherwise be implied into or incorporated in this Agreement, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.
8. Recruitment of our employees or contractors
8.1. If the Client, directly or indirectly, engages any of the Provider’s employees, agents or contractors (except where the Client has instructed them through the Provider) the Client will pay the Provider an introduction fee. The introduction fee will be 30% of any payments made (directly or indirectly) to such employees, agents or contractors in the first year that they are engaged directly or indirectly by the Client and will be payable at the end of that first year.
9. Guarantee
9.1. If the Client is a limited company or limited liability partnership and this Agreement is agreed to by a person who, at the time of engaging the Provider, is a director, partner or shareholder of the Client, that person will be a Guarantor. The Guarantor guarantees to the Provider that the Client will perform all its obligations under this Agreement and if the Client fails to pay any fees owed to the Provider, that he or she will personally and promptly pay those fees. It is agreed that the Guarantor’s liability under this Guarantee will not be affected by any act or omission by the Provider that might otherwise release the Guarantor from this liability, including: (i) any time or waiver granted by the Provider; (ii) any variation, renewal or extension of this Agreement. In consideration of the Guarantor entering into this Guarantee the Provider will pay the Guarantor £1.
10. General
10.1. Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of the Provider at any time up to the date of termination.
10.2. No terms or conditions endorsed on, delivered with, or contained in the Client’s purchase conditions, order, confirmation of order, specification or other document shall form part of this Agreement.
10.3. The parties agree that this Agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
10.4. The Client acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement made by the Provider.
10.5. If any of the terms in this Agreement are found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Agreement and the remaining provisions of the Agreement will otherwise remain in full force.
10.6. Any notices under this Agreement shall be sent to the addresses set out in the Order. They must be given by first class post and shall be deemed received within two Business Days after posting.
10.7. The parties are independent businesses and not principal and agent, partners, or employer and employee
10.8. This Agreement is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
10.9. Governing Law – This Contract will be governed by the law of England and Wales and is subject to the exclusive jurisdiction of the English Courts.