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STANDARD TERMS AND CONDITIONS FOR SUPPLY OF SERVICES OF
Solomon
Associates (
1 DEFINITIONS
In this document the following words
shall have the following meanings:
1.1 "Agreement"
means these Terms and Conditions together with the terms of any applicable
Service Specification;
1.2 "Customer"
means the organisation or person who purchases services from the Supplier;
1.3 "Intellectual
Property Rights" means copyright, trade marks, know-how and all other
forms of intellectual property wherever in the world enforceable;
1.4 "Service
Specification" means a statement of work, quotation or other similar
document describing the services to be provided by the Supplier;
1.5 "Supplier"
means Solomon Associates (UK) Limited, Damerham, Hampshire SP6 3EU.
2 GENERAL
2.1 These
Terms and Conditions shall apply to all contracts for the supply of services by
the Supplier to the Customer.
2.2 Before
the commencement of the services the Supplier shall submit to the Customer a
Service Specification which shall specify the services to be performed and the
fees payable. The Customer shall notify the Supplier immediately if the
Customer does not agree with the contents of the Service Specification. All
Service Specifications shall be subject to these Terms and Conditions.
2.3 The
Supplier shall use all reasonable endeavours to complete within estimated time
frames but time shall not be of the essence in the performance of any services.
3 FEES AND PAYMENT
3.1 The
fees for the performance of the services are as set out in the Service
Specification. The Supplier shall invoice the Customer for the services on the
date of ordering and invoiced amounts shall be due and payable within 30 days
of receipt of invoice.
4 CUSTOMER’S OBLIGATIONS
4.1 To
enable the Supplier to perform its obligations under this Agreement the
Customer shall: 4.1.1 co-operate with the Supplier; 4.1.2 provide the Supplier
with any information reasonably required by the Supplier; 4.1.3 obtain all
necessary permissions and consents which may be required before the
commencement of the services; and 4.1.4 comply with such other requirements as
may be set out in the Service Specification or otherwise agreed. For the
avoidance of doubt, the Customer’s failure to comply with any obligations under
Clause 4.1 shall be deemed to be a cancellation of the services and subject to
the payment of the damages set out in Clause 5.2
4.2 The
Customer shall be liable to compensate the Supplier for any expenses incurred
by the Supplier as a result of the Customer’s failure to comply with Clause
4.1.
4.3 In
the event that the Customer or any third party, not being a sub-contractor of
the Supplier, shall omit or commit anything which prevents or delays the
Supplier from undertaking or complying with any of its obligations under this
Agreement, then the Supplier shall notify the Customer as soon as possible and:
4.4.1 the Supplier shall have no liability in respect of any delay to the
completion of any project; 4.4.2 if applicable, the timetable for the project
will be modified accordingly; 4.4.3 the Supplier shall notify the Customer at
the same time if it intends to make any claim for additional costs.
5 ALTERATIONS TO THE SERVICE SPECIFICATION (AND
CANCELLATION)
5.1 The
parties may at any time mutually agree upon and execute new Service
Specifications. Any alterations in the scope of services to be provided under
this Agreement shall be set out in the Service Specification, which shall
reflect the changed services and fees and any other terms agreed between the
parties, the Service Specification shall be amended to reflect such alterations
and thereafter the Supplier shall perform this Agreement upon the basis of such
amended terms.
5.2 In
the event that the Customer cancels the services agreed to in the Service
Specification, the Customer shall pay to the Supplier a percentage of the full
invoice amount. When notice of cancellation, in writing, is given the amount
due depends on the time, in calendar weeks, between the service date and date
of cancellation. For more than 12 weeks notice 0% of the invoice, 4 -12 weeks
notice 50% and less than 4 weeks notice 100% of the invoice amount is due.
6 WARRANTY
6.1 The
Supplier warrants that the services performed under this Agreement shall be
performed using reasonable skill and care, and of a quality conforming to
generally accepted industry standards and practices.
7 INDEMNIFICATION
The Customer shall indemnify the Supplier against all
claims, costs and expenses which the Supplier may incur and which arise,
directly or indirectly, from the Customer’s breach of any of its obligations
under this Agreement, including any claims brought against the Supplier
alleging that any services provided by the Supplier in accordance with the
Service Specification infringes a patent, copyright or trade secret or other
similar right of a third party.
8 LIMITATION
OF LIABILITY
8.1 Except
in respect of death or personal injury due to negligence for which no limit
applies, the entire liability of the Supplier to the Customer in respect of any
claim whatsoever or breach of this Agreement, whether or not arising out of
negligence, shall be limited to the fees paid by the Customer to which the claim
relates.
8.2 In
no event shall the Supplier be liable to the Customer for any loss of business,
loss of opportunity or loss of profits or for any other indirect or
consequential loss or damage whatsoever. This shall apply even where such a
loss was reasonably foreseeable or the Supplier had been made aware of the
possibility of the Customer incurring such a loss.
8.3 Nothing
in these Terms and Conditions shall exclude or limit the Supplier’s liability
for death or personal injury resulting from the Supplier’s negligence or that
of its employees, agents or sub-contractors.
9 TERMINATION
Either party may terminate this
Agreement forthwith by notice in writing to the other if:
9.1 the other party commits a material
breach of this Agreement and, in the case of a breach capable of being
remedied, fails to remedy it within 30 calendar days of being given written
notice from the other party;
9.2 the other party commits a material
breach of this Agreement which cannot be remedied under any circumstances;
9.3 the other party passes a resolution
for winding up (other than for the purpose of solvent amalgamation or
reconstruction), or a court of competent jurisdiction makes an order to that
effect;
9.4 the other party ceases to carry on
its business or substantially the whole of its business; or 9.5 the other party is declared
insolvent, or convenes a meeting of or makes or proposes to make any
arrangement or composition with its creditors; or a liquidator, receiver,
administrative receiver, manager, trustee or similar officer is appointed over
any of its assets.
10 INTELLECTUAL PROPERTY RIGHTS All Intellectual Property Rights produced from or arising
as a result of the performance of this Agreement shall, so far as not already
vested, become the absolute property of the Supplier, and the Customer shall do
all that is reasonably necessary to ensure that such rights vest in the
Supplier by the execution of appropriate instruments or the making of
agreements with third parties.
11 FORCE MAJEURE
Neither party shall be liable
for any delay or failure to perform any of its obligations if the delay or
failure results from events or circumstances outside its reasonable control,
including but not limited to acts of God, strikes, lock outs, accidents, war,
fire, the act or omission of government, highway authorities or any
telecommunications carrier, operator or administration or other competent
authority, or the delay or failure in manufacture, production, or supply by
third parties of equipment or services, and the party shall be entitled to a
reasonable extension of its obligations after notifying the other party of the
nature and extent of such events.
12 INDEPENDENT CONTRACTORS The Supplier and the Customer are contractors
independent of each other, and neither has the authority to bind the other to
any third party or act in any way as the representative of the other, unless
otherwise expressly agreed to in writing by both parties. The Supplier may, in
addition to its own employees, engage sub-contractors to provide all or part of
the services being provided to the Customer and such engagement shall not
relieve the Supplier of its obligations under this Agreement.
13 ASSIGNMENT The Customer shall not be entitled to assign its rights or
obligations or delegate its duties under this Agreement without the prior
written consent of the Supplier.
14 SEVERABILITY If any provision of this Agreement is held
invalid, illegal or unenforceable for any reason by any Court of competent
jurisdiction such provision shall be severed and the remainder of the
provisions herein shall continue in full force and effect as if this Agreement
had been agreed with the invalid illegal or unenforceable provision eliminated.
15 WAIVER
The failure by either party to enforce
at any time or for any period any one or more of the Terms and Conditions
herein shall not be a waiver of them or of the right at any time subsequently
to enforce all Terms and Conditions of this Agreement.
16 NOTICES Any notice to be given by either
party to the other may be served by email, fax, personal service or by post to
the address of the other party given in the Service Specification or such other
address as such party may from time to time have communicated to the other in
writing, and if sent by email shall unless the contrary is proved be deemed to
be received on the day it was sent, if sent by fax shall be deemed to be served
on receipt of an error free transmission report, if given by letter shall be
deemed to have been served at the time at which the letter was delivered personally
or if sent by post shall be deemed to have been delivered in the ordinary
course of post.
17 ENTIRE AGREEMENT This Agreement contains the entire agreement between the parties
relating to the subject matter and supersedes any previous agreements, arrangements,
undertakings or proposals, oral or written. Unless expressly provided elsewhere
in this Agreement, this Agreement may be varied only by a document signed by
both parties.
18 NO THIRD PARTIES Nothing in this Agreement is intended to, nor shall it
confer any rights on a third party.
19 GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and construed in
accordance with the law of