Terms & Conditions Business
Supply of Services
1.Header Information
This is an agreement between:
Industrial Design & Control Ltd of Studio-OneFour Jubilee Street Taunton Somerset TA2 6JA ("I/We/Us" in this Agreement); and
The organisation or person who purchases goods and services from the Us ("You" in this Agreement).
2.Overview
These are the terms and conditions referred to in your order ('Order') for Us to supply You with Services ('Services').
They describe the terms on which We will supply the Services to You, and they explain our responsibility to You if We fail to meet these standards.
3.The Contract
3.1 The Order is your offer to buy the Services from Us on these Conditions, and You must make sure that the Order (and any specification that forms part of your Order) is correct.
3.2 When We send You a written acceptance, You have a binding contract with Us, and these Conditions are part of it.
3.3 The contract is our entire agreement. No previous statements or representations that We have made to You form part of the contract unless they are written into it. This includes samples, drawings, advertising, catalogues and other promotional or descriptive material.
3.4 If We have given You a quotation for the Services, it is only valid for 30 days from its issue date. It is not an offer to supply the Services to You.
3.5 If either of Us needs to give the other a notice under the contract ('Notice'), the Notice must be given properly to be effective. Clause 11.4 explains how to give a proper Notice.
4.Our Services
4.1 We will supply the Services to You that are set out in the contract. Any performance dates are estimates, and We are not guaranteeing those timings.
4.2 We can change the Services if necessary to comply with any regulations, or if our changes don't affect the nature and quality of the Services. If We decide to make a change, We will tell You in a Notice.
5.Your Obligations
5.1 You must do the following things:
5.1.1 co-operate with Us so that We can supply the Services properly;
5.1.2 give Us access to your premises, and give Us any information, materials, facilities, that We reasonably require;
5.1.3 obtain any licences and permission needed for Us to supply the Services before We start;
5.1.4 keep all our documents and property safe whilst they are at your premises;
5.2 If We can't supply the Services because You have prevented Us (for example by causing delay, or by not doing something You were supposed to do), We can stop supplying the services until You have put the matter right (at your own cost). In this case, You will also pay Us for any costs or losses You have caused Us, and We will not be responsible for any costs or losses caused to You.
6.Our Charges
6.1 We will charge You for our time and materials at our standard daily rates for an eight-hour day (these are set out in our acceptance of your Order).
6.2 We can charge You 30% of our daily rate for any overtime that We work, calculated proportionately for any part of a day.
6.3 We can also charge You for any reasonable expenses that We incur in supplying the Services (for example, travel, subsistence, accommodation, materials, and the cost of services supplied by others).
6.4 We can increase our daily rate, but We will not do this more than once every 6 months. We will send You a Notice of the increase. If You disagree with it, You must send Us a Notice within 2 weeks of the date of our Notice. We will then be able to end the contract by giving You 4 weeks' Notice.
6.5 We will add VAT to our invoices.
6.6 We will invoice You EITHER when We finish the Services OR weekly/monthly at the end of that week/month, and You will pay Us in full within 30 days of the invoice date. Time of payment is critical to Us so We can end this Agreement if You don't do that.
6.7 If You fail to pay on time, We may charge You interest at 8% above Lloyds's base rate from time to time from the due date until You pay Us, and this rate applies before or after any court judgment in our favour on the debt. The interest will be earned daily and You must pay it all with the overdue amount.
6.8 You are not allowed to hold back any payment due to Us as a set-off or credit or counterclaim in relation to money which You think We owe to You unless the law allows it. However, We may set off any amount You owe Us against any amount We owe You.
7.Intellectual Property
7.1 We own all intellectual property rights arising from our Services.
7.2 Your use of intellectual property rights owned by someone else depends upon Us getting a licence from the owner for You to use those rights.
8.Confidentiality
8.1 We each agree to keep the other's confidential information and knowhow confidential, and not to disclose it to anyone else unless they need to know about it to carry out this contract. This Agreement continues after the rest of the contract has ended.
9.Financial Problems and Breach
9.1 If any of the events listed below takes place, or if We think that any of them is likely to happen, We can cancel or suspend our Services or send You a Notice to end the contract straightaway and You must immediately pay Us all sums that You owe Us for Services We have supplied to You. The events are:
9.1.1 You stop, or threaten to stop, paying your debts (this includes your failure to pay Us for the Services on time in the way described in clause 6);
9.1.2 You are unable to pay your debts when they arise, or You are deemed to be unable to pay your debts under the legislation known as the Insolvency Act 1986;
9.1.3 You negotiate with any creditors who You owe money to reschedule your debts to them, or You enter into any arrangement or compromise with your creditors concerning your debts;
9.1.4 a petition is filed, a notice is given, a resolution is passed or an order is made for your company to be wound up (except if that happens as part of You combining with another company whilst You are still solvent), or for your bankruptcy;
9.1.5 one or more of your creditors or someone else You owe money to becomes entitled to appoint an administrative receiver or takes possession of any of your assets, or any other legal action is taken against your assets;
9.1.6 a court application or order is made for the appointment of an administrator over You and your affairs;
9.1.7 You stop carrying on business, or threaten to do so;
9.1.8 You die or lose physical or mental capacity (if You are an individual);
9.1.9 You seriously breach your contract with Us.
9.2 Similarly, if We do any of the things listed in clause 9.1, You can send Us a Notice to end the contract straightaway.
10.Liability Limitations
10.1 We will not be responsible to You for any loss of profit or any consequential loss arising from our contract with You, and our total liability to You under the contract will not exceed £1 (one pound sterling).
10.2 These Conditions do not limit our responsibility for things that the law says We cannot exclude. These include death, personal injury caused by our negligence, fraud, breach of the terms implied by section 2 of the legislation known as the Sale of Goods and Services Act 1982 (which entitles You to title and quiet possession of your goods) or any other matter that the law says We can't exclude. But otherwise, any warranties or terms which are implied into this contract by any piece of law are excluded.
10.3 Neither of Us will be liable to the other for failure or delay in carrying out this contract which is caused by an event beyond our reasonable control, which We could not have foreseen or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, war, terrorism, civil unrest, explosions, mechanical breakdown, natural disasters, deliberate damage, or failures of suppliers or sub-contractors to do what they are supposed to.
11.General
11.1 We are allowed to assign, transfer, charge or sub-contract our rights and obligations under this contract, but You may not do any of these things unless We have previously agreed in writing that You can.
11.2 Nobody other than We and You may rely on any terms of this contract.
11.3 Changes to the contract are only binding if We agree them in writing, sign them and give You a copy.
11.4 If either of Us wishes to give a notice to the other under the contract, We must give it in writing and either deliver it or send it by first class post to the other's registered office (or another address specifically given to the sender for this purpose). Delivery by post will be regarded as completed by 9:00 am on the second day after posting. This arrangement does not apply to the service of any documents in legal proceedings.
11.5 Delay in exercising a right under the contract will not take away that right or any other right.
11.6 The contract is governed by English law and the courts of England and Wales will have the exclusive right to deal with any disputes arising from it.
1.Header Information
This is an agreement between:
Industrial Design & Control Ltd of Studio-OneFour Jubilee Street Taunton Somerset TA2 6JA ("I/We/Us" in this Agreement); and
The organisation or person who purchases goods and services from the Us ("You" in this Agreement).
2.Overview
These are the terms and conditions referred to in your order ('Order') for Us to supply You with Services ('Services').
They describe the terms on which We will supply the Services to You, and they explain our responsibility to You if We fail to meet these standards.
3.The Contract
3.1 The Order is your offer to buy the Services from Us on these Conditions, and You must make sure that the Order (and any specification that forms part of your Order) is correct.
3.2 When We send You a written acceptance, You have a binding contract with Us, and these Conditions are part of it.
3.3 The contract is our entire agreement. No previous statements or representations that We have made to You form part of the contract unless they are written into it. This includes samples, drawings, advertising, catalogues and other promotional or descriptive material.
3.4 If We have given You a quotation for the Services, it is only valid for 30 days from its issue date. It is not an offer to supply the Services to You.
3.5 If either of Us needs to give the other a notice under the contract ('Notice'), the Notice must be given properly to be effective. Clause 11.4 explains how to give a proper Notice.
4.Our Services
4.1 We will supply the Services to You that are set out in the contract. Any performance dates are estimates, and We are not guaranteeing those timings.
4.2 We can change the Services if necessary to comply with any regulations, or if our changes don't affect the nature and quality of the Services. If We decide to make a change, We will tell You in a Notice.
5.Your Obligations
5.1 You must do the following things:
5.1.1 co-operate with Us so that We can supply the Services properly;
5.1.2 give Us access to your premises, and give Us any information, materials, facilities, that We reasonably require;
5.1.3 obtain any licences and permission needed for Us to supply the Services before We start;
5.1.4 keep all our documents and property safe whilst they are at your premises;
5.2 If We can't supply the Services because You have prevented Us (for example by causing delay, or by not doing something You were supposed to do), We can stop supplying the services until You have put the matter right (at your own cost). In this case, You will also pay Us for any costs or losses You have caused Us, and We will not be responsible for any costs or losses caused to You.
6.Our Charges
6.1 We will charge You for our time and materials at our standard daily rates for an eight-hour day (these are set out in our acceptance of your Order).
6.2 We can charge You 30% of our daily rate for any overtime that We work, calculated proportionately for any part of a day.
6.3 We can also charge You for any reasonable expenses that We incur in supplying the Services (for example, travel, subsistence, accommodation, materials, and the cost of services supplied by others).
6.4 We can increase our daily rate, but We will not do this more than once every 6 months. We will send You a Notice of the increase. If You disagree with it, You must send Us a Notice within 2 weeks of the date of our Notice. We will then be able to end the contract by giving You 4 weeks' Notice.
6.5 We will add VAT to our invoices.
6.6 We will invoice You EITHER when We finish the Services OR weekly/monthly at the end of that week/month, and You will pay Us in full within 30 days of the invoice date. Time of payment is critical to Us so We can end this Agreement if You don't do that.
6.7 If You fail to pay on time, We may charge You interest at 8% above Lloyds's base rate from time to time from the due date until You pay Us, and this rate applies before or after any court judgment in our favour on the debt. The interest will be earned daily and You must pay it all with the overdue amount.
6.8 You are not allowed to hold back any payment due to Us as a set-off or credit or counterclaim in relation to money which You think We owe to You unless the law allows it. However, We may set off any amount You owe Us against any amount We owe You.
7.Intellectual Property
7.1 We own all intellectual property rights arising from our Services.
7.2 Your use of intellectual property rights owned by someone else depends upon Us getting a licence from the owner for You to use those rights.
8.Confidentiality
8.1 We each agree to keep the other's confidential information and knowhow confidential, and not to disclose it to anyone else unless they need to know about it to carry out this contract. This Agreement continues after the rest of the contract has ended.
9.Financial Problems and Breach
9.1 If any of the events listed below takes place, or if We think that any of them is likely to happen, We can cancel or suspend our Services or send You a Notice to end the contract straightaway and You must immediately pay Us all sums that You owe Us for Services We have supplied to You. The events are:
9.1.1 You stop, or threaten to stop, paying your debts (this includes your failure to pay Us for the Services on time in the way described in clause 6);
9.1.2 You are unable to pay your debts when they arise, or You are deemed to be unable to pay your debts under the legislation known as the Insolvency Act 1986;
9.1.3 You negotiate with any creditors who You owe money to reschedule your debts to them, or You enter into any arrangement or compromise with your creditors concerning your debts;
9.1.4 a petition is filed, a notice is given, a resolution is passed or an order is made for your company to be wound up (except if that happens as part of You combining with another company whilst You are still solvent), or for your bankruptcy;
9.1.5 one or more of your creditors or someone else You owe money to becomes entitled to appoint an administrative receiver or takes possession of any of your assets, or any other legal action is taken against your assets;
9.1.6 a court application or order is made for the appointment of an administrator over You and your affairs;
9.1.7 You stop carrying on business, or threaten to do so;
9.1.8 You die or lose physical or mental capacity (if You are an individual);
9.1.9 You seriously breach your contract with Us.
9.2 Similarly, if We do any of the things listed in clause 9.1, You can send Us a Notice to end the contract straightaway.
10.Liability Limitations
10.1 We will not be responsible to You for any loss of profit or any consequential loss arising from our contract with You, and our total liability to You under the contract will not exceed £1 (one pound sterling).
10.2 These Conditions do not limit our responsibility for things that the law says We cannot exclude. These include death, personal injury caused by our negligence, fraud, breach of the terms implied by section 2 of the legislation known as the Sale of Goods and Services Act 1982 (which entitles You to title and quiet possession of your goods) or any other matter that the law says We can't exclude. But otherwise, any warranties or terms which are implied into this contract by any piece of law are excluded.
10.3 Neither of Us will be liable to the other for failure or delay in carrying out this contract which is caused by an event beyond our reasonable control, which We could not have foreseen or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, war, terrorism, civil unrest, explosions, mechanical breakdown, natural disasters, deliberate damage, or failures of suppliers or sub-contractors to do what they are supposed to.
11.General
11.1 We are allowed to assign, transfer, charge or sub-contract our rights and obligations under this contract, but You may not do any of these things unless We have previously agreed in writing that You can.
11.2 Nobody other than We and You may rely on any terms of this contract.
11.3 Changes to the contract are only binding if We agree them in writing, sign them and give You a copy.
11.4 If either of Us wishes to give a notice to the other under the contract, We must give it in writing and either deliver it or send it by first class post to the other's registered office (or another address specifically given to the sender for this purpose). Delivery by post will be regarded as completed by 9:00 am on the second day after posting. This arrangement does not apply to the service of any documents in legal proceedings.
11.5 Delay in exercising a right under the contract will not take away that right or any other right.
11.6 The contract is governed by English law and the courts of England and Wales will have the exclusive right to deal with any disputes arising from it.