CRYSTAL CLEAR MANAGEMENT SYSTEMS LTD TERMS OF BUSINESS
This document contains our Terms of Business and should be read in conjunction with the accompanying letter which sets out the specific terms applying to the particular service which you wish us to provide to you.
1.1 In these terms of business the following terms shall have the following meaning:
“You” means the person, firm or company who/which accepts Our written quotation for the purchase and supply of the Services,
“Contract” means the contract for the purchase and supply of the Services,
“Services” means the audit, review, report, advice, training and materials or any part thereof conducted or produced by Us, which We are to supply in accordance with these Terms
“We / Us” means Crystal Clear Management Systems Ltd of Southgate Business Centre, 32 Gillygate, Pontefract West Yorkshire WF* 1PQ
“Terms” means these standard terms of business and any special terms agreed in writing.
1.2 A reference in these Terms to a provision of a statute or a particular law shall be construed as a reference to that provision as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.
1.4 Words in the singular include the plural and in the plural include the singular and a reference to one gender includes a reference to the other gender.
2. Basis of the sale
2.1 We shall provide to You and You shall purchase the Services in accordance with Our written quotation (if accepted by You) subject to these Terms. These Terms shall govern the Contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by You.
2.2 These Terms may only be varied upon agreement in writing.
2.3 Our employees or agents are not authorised to make any representations concerning the Services unless confirmed by Us in writing. In entering into the Contract You acknowledge that You do not rely on any such representations, which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
2.4 Any advice or recommendation given by Us or Our employees or agents to You or Your employees or agents as part of the Services which is not confirmed in writing by Us is followed or acted upon entirely at Your own risk. Accordingly We shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 In the event that we become aware of a typographical, clerical or other error or omission in any sales literature, website, quotation, price list, acceptance of offer, invoice or other document, material or information issued by Us, such error shall be corrected without any liability on Our part.
3. Orders and specifications
3.1 Where we require information from You to perform and conduct the Services You shall provide such information.
3.2 Your order shall only be accepted by Us when confirmed in writing.
3.3 You are responsible for ensuring the accuracy of the terms of any order (including any specific requirements) submitted by You, and for giving Us any necessary information relating to the Services within a sufficient time to enable Us to perform the Contract in accordance with its terms.
3.4 We shall use reasonable skill and care in performing the Services.
3.5 If the Services are to be conducted with or involve use of particular materials in accordance with Your requirements, You shall indemnify Us against all loss, damages, costs and expenses awarded against or incurred by Us in connection with, or paid or agreed to be paid by Us in settlement of any claim which results from Our compliance with Your requirements.
3.6 From time to time we may be required to make any changes in the specification of the Services to conform to any applicable certification, regulatory, statutory or E.U. requirements which does not materially affect its quality or performance and You acknowledge and agree that We may do so.
3.7 We regret that once an order has been accepted by Us it may not be cancelled by You except:
3.7.1 within seven working days from the day after the Contract was concluded unless We have begun performance of the Contract with Your prior consent; or
3.7.2 with Our agreement in writing and on terms that You shall indemnify Us against the losses, costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Us as a result of cancellation.
4. Access to premises
4.1 Where we require access to Your premises to perform the Services You shall prepare Your premises and provide access to Your premises for Us and Our employees and agents.
4.2 To enable Us to perform the Services You shall make available to Us and Our employees and agents at Your premises power supplies, heating and lighting, airconditioning and any other special environmental controls, telecommunications and office communication facilities; accommodation as required, and provide any other services related to the performance of the Services which are required by Us for the performance of Our responsibilities under the Contract.
4.3 Where we require information and materials from Your employees and agents to perform the Services You shall ensure that Your employees and agents are available to provide such information and materials to Us as and when required.
4.4 You must identify and make arrangements for Our personnel to avoid or be protected from any health hazards that exist and to which Our personnel might be exposed during the performance of the Services.
4.5 You are responsible for maintaining the security of Your premises in accordance with Your standard security requirements. We shall comply with all Your reasonable security requirements while on Your premises and shall procure that all Our employees, agents and sub-contractors shall likewise comply with such requirements.
5. Supply of reports
5.1 We shall provide any reports and/or advice as part of the Services to You as agreed in the Contract.
5.2 The date(s) We quote for delivery of any reports and/or advice as part of the Services can only ever be approximate and We shall not be liable for any delay in delivery however caused. Time for delivery shall not be of the essence of the Contract unless agreed in writing.
6.1 The price of the Services shall be Our quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in Our published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by You, after which time they may be altered by Us without giving notice to You.
6.2 We reserve the right, at any time before delivery, to increase the price of the Services to reflect any increase in the cost to Us which is due to any factor beyond Our control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour), any change in delivery dates or specifications for the Services which is requested by You, or any delay caused by any of Your instructions or Your failure to give Us adequate information, specification or instructions. In this event We will give You written notice of the price increase.
6.3 The price is exclusive of any applicable value added tax, which You shall be additionally liable to pay.
7. Terms of payment
7.1 Unless We have agreed in writing to any special terms, We may invoice (in pounds sterling) You for the price of the Services and any expenses and/or fees paid or payable on Your behalf prior to, during or subsequent to the performance the Services. Our invoices shall be payable within 14 days of Our sending the invoice to You.
7.2 You shall pay the price of the Services without any other deduction whether by way of set-off, counterclaim, discount, abatement or otherwise by the due date. We shall be entitled to recover the price, notwithstanding that delivery of the Services or any part thereof may not have taken place. The time of payment of the price shall be of the essence of the Contract. We will issue receipts for payment upon request.
7.3 In the event that You fail to make any payment on the due date then, without limiting any other right or remedy available to Us, We may:
7.3.1 Cancel the Contract or suspend any further work in respect of the Services;
7.3.2 Appropriate any payment made by You as We may think fit (notwithstanding any purported appropriation by You); and
7.3.3 Charge You interest (both before and after any judgment) on the amount unpaid, at the rate of [three per cent] per annum above [Barclays Bank’s] base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). We reserve the alternative right at Our sole discretion to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
8. Rights in the Services
8.1 Any and all intellectual property rights in the Services and any and all materials produced by Us in the conduct and provision of the Services and subsequent thereto shall, unless otherwise agreed in writing, belong to Us. Upon making payment in full of all sums payable under the Contract You shall be entitled to a non-exclusive licence to use the Services.
8.2 Any and all intellectual property rights in any and all materials produced by You to Us for the purpose of conducting and performing the Services shall, unless otherwise agreed in writing, belong to You. We shall be entitled to a non-exclusive licence to use such materials in the conduct and performance of the Services.
8.3 You warrant that any and all materials produced by You to Us for the purpose of conducting and performing the Services and their use by Us for the purpose of conducting and performing the Services shall not infringe the intellectual property rights or other rights of any third party, and You shall indemnify Us against any loss, damages, costs, expenses or other claims arising from any such infringement.
8.4 We acknowledge that in the course of performing the Services We may be provided with, have access to or become privy to information including but without limitation, drawings, materials, ideas, know-how and documents of a confidential nature which have been marked or designated by You in writing as confidential (the “Confidential Material”).
8.5 We shall maintain any and all Confidential Material in confidence (applying the same safeguards We use to maintain the confidentiality of Our own information) and shall not either directly or indirectly disclose or cause to be disclosed or assist others in disclosing any or all of the Confidential Material that may from time to time be in or come into Our possession.
8.6 We shall return to You any and all materials incorporating the Confidential Material that may from time to time be in or come into Our possession immediately upon Your request.
8.7 The obligations set out above in respect of the Confidential Material will not apply to any Confidential Material:
8.7.1 in Our possession before receiving it from You; or
8.7.2 which is or becomes public knowledge other than by breach of these Terms; or
8.7.3 is independently developed by Us without access to or use of the Confidential Material; or
8.7.4 is lawfully received from a third party; or
8.7.5 is required to be disclosed by a certification, statutory or regulatory body.
9. Warranties and liability
9.1 We warrant, subject to the following provisions and conditions, that the Services will, at the time of delivery and subject to these Terms, correspond with Your specification for the Contract provided that:
9.1.1 We shall be under no liability in respect of any defect in the Services arising from any material, information or direction supplied or withheld by You;
9.1.2 We shall be under no liability in respect of any defect arising from Your failure to follow Our instructions (whether oral or in writing), failure to adhere to or alteration of the Services without Our written approval;
9.1.3 We shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the price for the Services has not been paid by the due date for payment.
9.2 In the event You consider that there is any defect in the quality or specification of the Services or it fails to correspond with a specification provided in writing by You, You should write to Us within seven days from the date of performance or (where the defect or failure was not apparent on reasonable inspection) within seven days from the discovery of the defect or failure. If You do not notify Us accordingly, You shall not be entitled to reject the Services and We shall have no liability for such defect or failure, and You shall be bound to pay the price as if the Services had been performed in accordance with the Contract.
9.3 Where there is a valid claim in respect of the Services which is based on a defect in the quality or specification of the Services or its failure to meet Your specification is notified to Us in accordance with these Terms, We may replace the Services (or the part in question) free of charge or, at Our sole discretion, refund the price of the Services (or a proportionate part of the price), in which case We shall have no further liability to You.
9.4 We accept liability for any death or personal injury caused by Our negligence and for any matter which it would be illegal for Us to exclude or attempt to exclude Our liability, We shall not be liable to You by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit, loss of business, depletion of goodwill or otherwise or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by Our negligence, or that of Our employees or agents or otherwise) which arise out of or in connection with the supply of the Services (including any delay in supplying or any failure to supply the Services in accordance with the Contract or at all) or their use by You, and Our entire liability under or in connection with the Contract shall not exceed the price of the Services, except as expressly provided in these Terms.
9.5 We are unable to accept and therefore shall not be liable to You or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Our obligations in relation to the Services, if the delay or failure was due to any cause beyond Our reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond Our reasonable control; act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving Our employees or those of a third party), difficulties in obtaining software, hardware or machinery, power failure or breakdown in utilities, telecommunications, software, hardware or machinery.
10. Insolvency of Client
10.1 In the unlikely event that:
10.1.1 You make a voluntary arrangement with Your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administration order or go into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2 An encumbrancer takes possession, or a receiver is appointed, of any of Your property or assets; or
10.1.3 You cease, or threaten to cease, to carry on business; or
10.1.4 We reasonably apprehend that any of the events mentioned above is about to occur in relation to You and notify You accordingly,
We may (without limiting any other right or remedy available to Us) cancel the Contract or suspend any further deliveries under the Contract without any liability to You, and if the Services or any part thereof has been performed but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11. Export terms
11.1 Where the Services are supplied for import into a Country, it is Your responsibility to comply with any legislation or regulations governing the importation of the Services into the country of destination and for the payment of any duties on it.
12.1 A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party at its principal place of business or registered office or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice and such written notice may include notice by electronic mail.
12.2 We may assign the Contract or any part of it to any suitably qualified person, firm or company. You shall not be entitled to assign the Contract or any part of it without Our prior written consent.
12.3 No waiver by Us of any breach of the Contract by You shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.4 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
12.5 Any dispute arising under or in connection with the Contract or the Services shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of The Law Society of England and Wales, in accordance with the rules of the Society.
12.6 The Contract shall be governed by the laws of England, and You agree to submit to the non-exclusive jurisdiction of the English courts.
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