Terms and conditions
TERMS AND CONDITIONS
Application and entire agreement
1. These Terms and Conditions apply to the provision of services. Detailed in our quotation (Services). by Ascribe Bureau of Irthlingborough, Northamptonshire NN9 5XF. We or us to the person buying the services (you).
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation. Or from the date of any performance of the Services (whichever happens earlier). These Terms and Conditions and our quotation (the contract). Are the entire agreement between us.
3. You acknowledge that you have not relied on any statement. Promise or representation made or given by or on our behalf. These Conditions apply to the Contract. To the exclusion of any other terms. That you may try to impose or incorporate. Besides that of which are implied by trade, custom, practice or course of dealing.
4. A ‘business day’ means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only. Therefore they do not affect their interpretation.
6. Words, while imparting the singular number shall also include the plural and vice-versa.
7. We warrant that we will use reasonable care and skill in our performance of the Services. Which will follow the quotation, including any specification in all material respects. Therefore can also make any changes to the Services which are necessary. To follow any applicable law or safety requirement. Most importantly we will notify you if this is necessary.
8. We will use our reasonable endeavours to complete the performance of the Services. Within the time agreed or for the reason as set out in the quotation. However, time will not be of the essence in the performance of our obligations.
9. All these Terms and Conditions apply to the supply of any goods. Hence as well as any Services unless we specify otherwise.
10. You must get any permissions, consents, licences or otherwise. That we need and must give us with access to any and all relevant information. Materials, properties and any other matters for the reason of which we need to provide the Services.
11. If you do not follow clause 10, we can terminate any or all the Services.
12. We are not liable for any delay or failure to provide the Services. If caused by your failure to comply with the provisions of this section (Your obligations).
Fees and Deposit
13. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
14. In addition to the Fees, we can recover from you.
a) reasonable incidental expenses including, but not limited to. Travel expenses, hotel costs, subsistence and any other associated expenses.
b) cost of services provided by third parties. Required by us for the performance of the Services.
c) the cost of any materials required for the provision of the Services.
15. You must pay us for any additional services provided by us that are not specified in the quotation. In accordance with our then current, applicable hourly rate. That is in effect at the time of performance or such other rate agreed between us. Furthermore, the provisions of clause 14 also apply to these additional services.
16. Fees are inclusive of any applicable VAT and other taxes or levies. Imposed or charged by any competent authority.
17. You must pay a deposit (‘Deposit’) due as detailed in the quotation within 5 days of acceptance.
18. If you do not pay the Deposit to us according to the clause above. We can either withhold provision of the Services until Deposit received. Or likewise, terminate under the clause below (Termination).
19. The Deposit is non-refundable unless we fail to provide the Services. Similarly at fault for such failure (where the failure is not our fault, no refund will be made).
Cancellation and amendment
20. We can withdraw, cancel or amend a quotation. Consequently, if it was not accepted by you, or likewise if the Services have not yet started. Within a period of 7 days from the date of the quotation, (unless the quotation’s been withdrawn).
21. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
22. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes. Any additional costs for that reason will be included in Fees and invoiced to you.
23. If due to circumstances beyond our control. Including those set out in the clause below (Circumstances beyond a party’s control). We have to make any change in the Services or how they are provided. And as a result, we will notify you immediately. Although we will use reasonable endeavours to keep any such changes to a minimum.
24. We will invoice you for payment of the Fees either.
a) when we have completed the services or
b) on the invoice dates set out in the quotation.
25. You must pay the Fees due within 14 days of the date of our invoice. Or otherwise in accordance to any other credit terms agreed between us.
26. Time for payment will be of the essence of the Contract.
27. Without limiting any other right or remedy we have for statutory interest. If you do not pay within the period set out above. We will charge you interest at the basic rate of 8% per annum above the base lending rate of the Bank of England. From time to time on the amount outstanding until payment is received in full.
28. All payments due under these Terms and Conditions. Made in full without any deduction or withholding. Except as required by law. Neither of us can assert any credit, set-off or counterclaim against the other. In order to justify withholding payment of any such amount in whole or in part.
29. If you do not pay within the period set out above. We can suspend any further provision of the Services. And furthermore can cancel any future services which may have been ordered by, or otherwise arranged with, you.
30. Receipts for payment will be issued by us only at your request.
31. All payments must be made in British Pounds. Unless otherwise agreed in writing between us.
Sub-Contracting and assignment
32. We can at any time assign, transfer, charge, subcontract or deal in any other manner. With all or any of our rights under these Terms and Conditions. And can subcontract or delegate in any manner, any or all of our obligations to any capable third party.
33. You must not, without our prior written consent. Assign, transfer, charge, subcontract or deal in any other manner. With all or any of your rights or obligations under these Terms and Conditions.
34. We can terminate the provision of the services immediately if you:
a). commit a material breach of your obligations under these Terms and Conditions, or
b). fail to make pay any amount due under the Contract on the due date for payment; or
c). are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy. Order or take advantage of any other statutory provision. For the relief of insolvent debtor; or
d). enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986. Or any other scheme or arrangement made with its creditors; or
e). convene any meeting of your creditors. Enter into voluntary or compulsory liquidation. Have a receiver, manager, administrator or administrative receiver appointed. In respect of your assets or undertakings or any part of them. Any documents filed with the court for the appointment of an administrator in respect of you. Notice of intention to appoint an administrator given by you. Any of your directors. Or by a qualifying floating charge holder. As defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986. A resolution passed or petition presented to any court. For your winding up or for the granting of an administration order. In respect of you, or any proceedings commenced. Relating to your insolvency or possible insolvency.
35. We reserve all copyright and any other intellectual property rights. Which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent. The infringement of such intellectual property rights.
Liability and indemnity
36. Our liability under these Terms and Conditions, and in breach of statutory duty. And in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
37. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
38. We are not liable (whether caused by our employees, agents or otherwise). In connection with our provision of the Services or the performance. Of any of our other obligations under these Terms and Conditions or the quotation for:
a). indirect, special or consequential loss, damage, costs, or expenses or;
b). loss of profits; anticipated profits; any loss of business, of data; loss of reputation or goodwill. Business interruption; or other third party claims; or
c). any failure to perform any of our obligations. If such delay or failure is due to any cause beyond our reasonable control; or
d). losses arising directly or indirectly. By any failure or your breach in relation to your obligations; or
e). any losses arising directly or indirectly. From the choice of Services and how they will meet your requirements. Or your use of the Services or any goods supplied in connection with the Services.
39. You must indemnify us against all damages, costs, claims and expenses. Suffered by us arising from any loss or damage to any equipment. Including that belonging to third parties, caused by you or your agents or employees.
40. Nothing in these Terms and Conditions shall limit or exclude our liability. For death or personal injury caused by our negligence. Or for any fraudulent misrepresentation. Any other matters for which it would be unlawful to exclude or limit liability.
41. When supplying the Services to the Customer. The Service Provider may gain access to and/or acquire the ability to transfer. Store or process personal data of employees of the Customer.
42. The parties agree that where such processing of personal data takes place. The Customer shall be the ‘data controller’. And the Service Provider shall be the ‘data processor’. As defined in the General Data Protection Regulation 2018 (GDPR). As may be amended, extended and/or re-enacted from time to time.
43. For the avoidance of doubt, ‘Personal Data’, ‘Processing’. ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’. Shall have the same meaning as in the GDPR.
44. The Service Provider shall only Process Personal Data to the extent reasonably required. To enable it to supply the Services as mentioned in these Terms and Conditions. Or as requested by and agreed with the Customer. Shall not retain any Personal Data longer than is necessary for the Processing. And refrain from Processing any Personal Data for its own or for any third party’s purposes.
45. The Service Provider shall not disclose Personal Data to any third parties. Other than employees, directors, agents, sub-contractors or advisors. On a strict ‘need-to-know’ basis. And only under the same (or more extensive) conditions. As set out in these terms and conditions. Or to the extent required by applicable legislation and/or regulations.
46. The Service Provider shall implement and maintain technical and organisational security measures. As required to protect Personal Data Processed by the Service Provider. On behalf of the Customer.
47. Further information about the Service Provider’s approach to data protection specified. In its Data Protection Policy which can be found on our website. For any enquiries or complaints regarding data privacy. You can contact our Data Protection Officer. At the following email address: firstname.lastname@example.org.
Circumstances beyond a party’s control
48. Neither of us is liable for any failure or delay in performing our obligations. Where such failure or delay results from any cause. That is beyond the reasonable control of that party. Such causes include, but are not limited to. Power failure, Internet Service Provider Failure. Not to mention any industrial action or civil unrest. As well as fire, flood, storms, earthquakes. Together with any acts of terrorism or acts of war. Additionally any governmental action or any other event beyond the control of the party in question. If the delay continues for a period of 90 days. Either of us may terminate or cancel Services under these Terms and Conditions.
49. All notices under these Terms and Conditions must be in writing. And signed by, or on behalf of, the party giving notice. Or likewise an authorised officer of that party.
50. Notices shall be deemed to have been duly given:
a). when delivered if delivered by courier or another messenger. Including registered mail. During the normal business hours of the recipient;
b). similarly when sent, if transmitted by fax or emailed. And a successful transmission report or return receipt generated;
c). on the fifth business day following mailing, if mailed by national ordinary mail; or
d). on the tenth business day following mailing, if mailed by airmail.
51. All notices under these Terms and Conditions. Must be addressed to the most recent address. Email address or fax number notified to the other party.
52. No delay, act or omission by a party in exercising any right or remedy. Will be deemed a waiver of that, or any other, right or remedy. Nor stop the further exercise of any other right, or remedy.
53. If one or more of these Terms and Conditions found to be unlawful. Invalid or otherwise unenforceable, that/those provisions will be deemed severed. From the remainder of Terms and Conditions (which will remain valid and enforceable).
Law and Jurisdiction
54. This agreement shall be governed by and interpreted. According to the law of England, Scotland and Wales. Therefore, all disputes arising under the Agreement. Including non-contractual disputes or claims. Shall be subject to the exclusive jurisdiction. Of the English, Scottish and Welsh courts.
Ascribe Bureau – Terms and Conditions 2018
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