Terms & Conditions

1. Subject to any variation under Condition 2.4 the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Customer purports to apply).
2. Any quotation is issued by the Company on the basis that no contract will come into existence until the Company despatches an Order Form to, or otherwise enters into an explicit written agreement with, the Customer but the terms contained in any quotation (including prices) will normally remain fixed if a Contract is made within 7 days of the date of the quotation provided that the Company has not previously withdrawn it.
3. The Company will be under no liability for any order received until either an Order Form in respect of it is delivered to the Customer or an explicit written agreement relating to it is entered into by the Company with the Customer or, (if earlier) the Company commences the provision of Services or delivers the Goods to the Customer at which time a Contract will be deemed to be formed between the Company and the Customer incorporating these Conditions.
4. These Conditions apply to all of the Company’s sales and supplies and a Contract may only be cancelled or varied with the Company’s written consent on terms that the Customer will indemnify the Company against all losses incurred by it as a direct consequence of such cancellation.
5. Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents in connection with the Goods or Services which is not confirmed by the Company in writing is followed or acted upon entirely at the Customer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
6. The Customer must ensure that the terms of its order and any applicable specification are complete and accurate and the Company shall not be in any way liable for any loss or injury (whether direct or consequential, including loss of profit) by reason of any Goods or Services being delivered in conformity with any incomplete or inaccurate term or specification.

1. Prices to be charged by the Company for the Goods and Services are set out in the Order Form or other explicit written agreement between the Company and the Customer.
2. Unless otherwise stated in the Order Form such prices do not include value added tax which shall be paid by the Customer in addition.
3. Unless otherwise stated in the Order Form the prices for the Goods also do not include:-
   1. insurance thereof;
   2. the cost of loading, unloading, carriage and installation thereof; and
   3. any special packing thereof or alterations to the order required by the Customer and agreed to by the Company; all of which amounts the Customer will pay in addition when it is due to pay for the Goods.
4. The Company shall have the right at any time to revise any such prices to take account of an increase in costs including (without limitation) costs of labour, materials, carriage or overheads.

1. Unless otherwise stated in the Order Form payment for Goods and Services shall be made in pounds sterling in advance.
2. Time for payment shall be of the essence and failure by the Customer to pay in accordance with the provisions of this Condition shall entitle the Company, without prejudice to its rights to damages, to suspend provision of the Services or any outstanding deliveries of Goods until payment is made, or to cancel the Contract.
3. In addition to the Company’s rights under Condition 4.2, the Customer shall be liable to pay interest (compounded monthly) on any amounts outstanding (both before and after judgment) at the rate of 5 per cent above the Barclays Bank Plc base rate for the time being in force, accruing on a daily basis until payment is made.
4. No payment shall be deemed to have been received until the Company has received cleared funds.
5. All payments payable to the Company under the Contract shall become due immediately upon termination of the Contract notwithstanding any other provision.

1. Delivery of the Goods and performance of the Services shall take place at the location specified on the Order Form.
2. Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.
3. Subject to the other provisions of these Conditions, the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods nor will any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.
4. If for any reason the Customer will not accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations, then at that time:-
   1. the risk in the Goods will pass to the Customer (including for loss or damage caused by the Company’s negligence);
   2. the Goods will be deemed to have been delivered; and
   3. the Company may store the Goods until delivery in which case the Customer will be liable for all related costs and expenses (including without limitation, storage and insurance).
5. The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless written notice is given to the Company within 14 days of the date when the Goods would in the ordinary course of events have been received.
6. Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

1. The Goods are at the risk of the Customer from the time of delivery.
2. Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:-
   1. the Goods; and
   2. all other sums which are or which become due to the Company from the Customer on any account including, without limitation, any sums which are or which become due to the Company in respect of Services.
3. The Customer’s right to possession of the Goods shall terminate immediately if:-
   1. the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
   2. the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or
   3. the Customer encumbers or in any way charges any of the Goods.
4. The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
5. The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.

1. The Company will use all reasonable endeavors to provide the Services, following receipt of a request by the Customer to provide the Services, within the following response times:
   Telephone Support – 2 hours
   Remote Support – 4 hours
2. In the case of On-Site consultancy, except where a response time is specified on the Order Form, the Company will use all reasonable endeavors to provide the assistance as quickly as possible.
3. The Services shall be available between the hours of 9.00am and 5.30pm (Monday to Friday) excluding all public and bank holidays in England.
4. A “Consultancy Day” shall mean an aggregate period of 8 hours performed between the hours of 9.00am and 5.30pm Monday to Friday excluding all public and bank holidays in England.
5. All time spent by the Company in providing the Services shall be deducted from the Consultancy Days purchased by the Customer. All time shall be deducted in 15 minute units and in the event that Services are provided for a proportion only of a 15 minute unit then a whole unit will be deducted.
6. Where the Customer requires the Services to be provided:
   
   1. outside of usual working hours then the Company shall have the right at any time to deduct an additional fifty (50) per cent of the total time spent; or
   2. on Sundays or public holidays then the company shall have the right at any time to deduct an additional one hundred (100) per cent of the total time spent.
7. For the avoidance of doubt, the company shall not be obliged to provide the Services outside of its usual working hours.
8. Following each incident of Services provided, the Company will prepare a report to the Customer detailing the work undertaken and the time spent. These reports will be issued on a monthly basis and any query by the Customer in respect of the allocation of time spent must be notified to the Company in writing within two working days of receipt of the report, after which the time spent cannot be disputed and will be deducted from the Consultancy Days purchased by the Customer.
9. In the case of each incident of On-Site consultancy, the Company reserves the right to deduct one hour for traveling time in the event that the number of hours worked on site is less than three.

1. The Customer shall, at its own expense and within a reasonable time to enable the Company to perform the Contract in accordance with its terms, provide such specifications, information or other items whatsoever including, but not limited to, designs, site conditions and instructions as are required by the Company to enable it to perform the Services and to supply the Goods.
2. The Customer must ensure that the terms of its order and any applicable specifications, information or other items provided by it are complete and accurate. The Company shall not be obliged to verify whether any such orders, specifications, information or other items are correct or accurate.
3. The Customer shall indemnify the Company against all loss, damages, costs and expenses awarded against, or incurred by it in connection with the settlement of any claim of infringement of any patent, copyright, registered design, design right, trademark or other industrial or intellectual property right of any other person which results from the Company’s use of the Customer’s specification.
4. Where the Company is to provide the Services at the Customer’s premises or at other premises at the direction of the Customer then the Customer:
   1. shall provide the Company’s personnel with access to the said premises at all reasonable times to enable the personnel to perform the Services;
   2. will provide, without charge, to the Company’s personnel, suitable office accommodation, office services and facilities as are reasonably required by the Company’s personnel to perform the Services; and
   3. warrants to the Company that such premises are a reasonably safe and secure environment within which such personnel may perform the Services.
5. The Customer will co-operate with the Company so as to ensure the timely provision of all the Services including, without limitation, performance of those obligations specified on the Order Form.
6. The Customer acknowledges that timely provision and performance of the Customer’s obligations under the Contract are essential to the provision of the Services by the Company. Accordingly, the Company shall not be liable for any delay or deficiency in performing the Services if such delay or deficiency results from the Customer’s failure to perform its said obligations.
7. The Customer shall indemnify the Company against any costs and expenses (including the additional costs arising from delay) arising from the Customer’s failure to perform such obligations.

1. The Company warrants (subject to the other provisions of these Conditions) that:
   1. the Services will be provided with reasonable care and skill;
   2. the Services will be performed by properly trained personnel in accordance with generally accepted industry standards; and
   3. where Services are to be provided at the Customer’s premises, the Company shall use all reasonable endeavors to ensure that its personnel comply with the usual working practices of the Customer.
2. In respect of Goods supplied by the Company the Company warrants that the Company shall endeavor to assign for the benefit of the Customer such rights (including guarantee or warranty rights) as the Company has against the manufacturer of the goods but shall not be liable for such Goods beyond this Condition 9.2.
3. The Company’s sole obligation under this Condition 9 shall be at its option to repair or replace the Goods or reperform the Services or any part thereof or refund the price of such Goods or Services at the pro rata contract rate. The Company’s liability under this Condition 9 shall be in lieu of any warranty or condition express or implied, whether by statute or otherwise.

1. Subject to Condition 8, the following provisions set out the entire financial liability of the Company (including any liability of the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of any breach of these Conditions and any representation, statement or tortuous act or omission, including negligence arising under or in connection with the Contract.
2. All warranties, conditions and other terms implied by statute or common law (save for conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
3. Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent representation.
   THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 10.4
4. Subject to Conditions 10.2 and 10.3:-
   1. the Company’s total liability in Contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the Contract price; and
   2. the Company shall not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (as of costs) which arise out of or in connection with the Contract.

1. The Customer agrees that for a period of twelve months from the date of termination of the Contract it will not, whether directly or indirectly, approach or attempt to approach any employees or agents of the Company who have provided the Services to the Customer (“the Employee”) with a view to employing or engaging the Employee.
2. The Customer further agrees not to employ or engage an Employee on any basis whatsoever, including, without limitation, on a fixed term, temporary or permanent basis for a period of twelve months from the date of termination of the Contract; save with the Company’s written consent on terms that the Customer shall, on the date that the Employee commences employment with the Company pay to the Company a sum equal to 25% of the Employee’s annual starting salary. VAT shall be payable in addition to any such fee.

1. Title in any intellectual property arising from any work created by the Company for or as part of the Services shall vest absolutely in, and remain the exclusive property of the Company. Upon payment by the Customer to the Company in full of all sums due and owing in relation to the Goods and Services (including, for the avoidance of doubt, any Expenses and any value added tax), the Company shall be deemed to have granted to the Customer a non-exclusive, non-transferable perpetual royalty free licence to use any such work, solely for the Customer’s internal business purposes.
2. The Company shall fully indemnify the Customer against:
   1. any action, claim, demand, costs, charges and expenses arising directly out of any claim by a third party that the normal use or possession by the Customer of such work in the manner contemplated at Condition 12.1 infringes any of the third party’s intellectual property rights protected in the United Kingdom;
   2. all costs and damages which the Customer incur in any action for such infringement or for which the Customer may become liable in any such action.
3. The indemnity in Condition 12.2 shall not apply to any claims arising directly or indirectly from an infringement which is due to:
   1. the Company having followed a specification or design instruction furnished by the Customer
   2. the Customer having used such work in combination with any hardware or software not approved by the Company;
   3. modifications to such work made without the consent of the Company;
   4. the use of such work by the Customer in a manner or for a purpose not reasonably inferred by the Company or disclosed to the Company prior to the making of the Contract.
4. In the event of any claim being made or action brought against the Customer arising out of the matters referred to in this Condition 12 the Company must be promptly notified thereof and may at its expense and option either modify such work so as to render its continued use permissible or conduct all negotiations for settlement of the claim and any litigation that may arise there from and the Customer shall:
   1. not unless and until the Company shall have failed to take over the conduct of the negotiation or litigation make any admission which might be prejudicial thereto;
   2. at the request of the Company afford all available assistance for any such purpose and shall be repaid any reasonable expenses incurred in so doing.
5. The Customer on its part warrants that any specification or design instructions furnished or given by it shall not be such as will cause the Company to infringe the intellectual property rights protected in the United Kingdom of any third party in the performance of the Contract.

1. The Contract shall commence on the commencement date set out in the Order Form and, subject to the provisions of Condition 13.2 below, shall continue until the Services paid for have been used up by the Customer or one year from the date of commencement (whichever shall be the earlier).
2. In the event that the Customer has not used up the Services paid for within one year from the date of commencement, the Company may, but shall not be obliged to, permit the Customer to “roll-over” any time paid for, for an additional one year period provided that the Customer agrees to purchase such additional Services as the Company may reasonably require.
3. Without prejudice to any other rights to which it may be entitled under the Contract, either party may give notice in writing to the other terminating the Contract with immediate effect if:
   1. the other party commits any material breach of any of the terms of the Contract and (if such breach is capable of remedy) fails to remedy that breach within 30 days of that party being notified of the breach;
   2. an order is made or a resolution is passed for the winding up of the other party;
   3. an order is made for the appointment of an administrator to manage the affairs, business and property of the other party;
   4. a receiver is appointed over any of the other party’s assets or undertaking; or
   5. circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or entitle the Court to make a winding-up order or if the other party takes or suffers any similar or analogous action in consequence of such debt.

Each party undertakes that it will not at any time hereafter use, divulge or communicate to any person, except to its professional representatives and advisers or as may be required by law or regulatory authority, any confidential information concerning the business or affairs of the other party which may have or which may in the future come to its knowledge and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any such confidential information PROVIDED THAT this Condition shall cease to apply in respect of any such confidential information falling into the public domain or coming into the public domain after disclosure to either party otherwise than by reason of a breach of that party’s obligations under this Condition.

1. The Company shall be under no liability for any delay or failure to perform its obligations under the Contract in the event that the manufacture, supply or delivery of the Goods or performance of the Services is prevented or delayed by an event of Force Majeure.
2. The Company shall notify the Customer of any circumstance arising under Condition 15.1 and if such circumstance prevails for more than 3 months then either party shall have the option by giving notice in writing to the other to bring the Contract to an end.

1. All notices required to be served by one party upon the other shall be in writing and may be served on the other at its address set out in the Order Form.
2. All such notices may be served by first class pre-paid letter or facsimile transfer and (in the absence of proof of earlier receipt) shall be deemed to be served:
   1. in the case of an inland letter 24 hours after proven despatch or posting;
   2. in the case of any airmail letter 72 hours after proven despatch or posting;
   3. in the case of facsimile transfer at 9am on the business day of the recipient party next following its despatch and receipt by the transmitting part of machine confirmation of successful transmission to the recipient party’s receiver number.

1. Any indulgence granted by the Company to the Customer and any failure by the Company to insist upon strict performance of these Conditions shall not be deemed a waiver of any of the Company’s rights or remedies nor be deemed a waiver of any subsequent default by the Customer.
2. The invalidity, illegality or unreasonableness in whole or in part of any of these Conditions shall not affect the validity of the remainder of such Condition or these Conditions.

No Contract is assignable by the Customer without the written consent of the Company and each Contract is between the Company and the Customer as principals but the Company may without consent assign or sub-contract all or any of its rights and obligations under a Contract.

The interpretation and application of every Contract shall be in accordance with English Law and both parties hereby agree to submit to the exclusive jurisdiction of the English Courts.

The parties to the Contract do not intend that any provisions of the Contract will be enforceable by virtue of the Contract’s (Rights of Third Parties) Act 1999 by any person that is not a party to it.5