| Standard Terms and Conditions for the Supply of Services |
|
| 1. Interpretation |
 |
In these conditions: |
| |
"the Client" means the person named on the letter of quotation for whom the Company has agreed to provide the specified service and has accepted the Company's quotation for the provision of the specified services; |
| |
"Contract" means the contract for the provision of the specified services; |
| |
"the Company" means Tracy Butler; |
| |
"the Specified Services" means the services to be provided by the Company for the Client and referred to in the letter of quotation; |
| |
"Intellectual Property Rights" means any and all patents, patent applications, know-how, trade marks, trade mark applications, trade names, registered design, copyright, database rights or other similar intellectual property rights created, developed, subsisting or used in connection with the Specified Services and whether in existence at the date hereof or created in the future; |
| |
"Terms" means the standard terms of supply of services set out in this document and includes any special terms agreed in writing between the Client and the Company |
|
| 2. Basis of the Supply of the Services: |
| |
2.1 |
The Company shall provide the Specified Services to the client subject to these terms. |
| |
2.2 |
The Company shall provide the Specified Services in accordance with the Company's written quotation subject to these terms, which shall govern the Contract to the exclusion of any other terms. |
| |
2.3 |
The company may at any time without notifying the client make any changes to the Specified Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Services. |
| |
2.4 |
No variation of these terms shall be binding unless agreed in writing by the Company and the Client. |
|
| 3.Terms of Payment: |
| |
3.1 |
The letter of quotation will set out the Company's charges for the provision of the Specified Services and acceptance of the quotation shall be deemed to be acceptance of these payment terms. |
| |
3.2 |
The Company may invoice the client for the charges for the provision of the Specified Service on or at any time after the provision of the specified service or the delivery of any goods connected with the Specified Services. |
| |
3.3 |
The client shall make payment of the invoice rendered in connection with the Specified Services within 30 days of the date of the Company's invoice, and the Company shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in any goods supplied may not have passed to the client. The time of payment of the price shall be the essence of the contract. |
| |
3.4 |
If the client fails to make payment on the due date then (without limiting any other right or remedy available to the Company), the company may rescind the contract or suspend the provision of the Specified Services until payment is made and appropriate any payment made by the client to such of the goods or services (or goods or services supplied under any other contract between the Company and client) as the Company thinks fit. |
| |
3.5 |
The company reserves the right, by giving written notice to the client at any time before the provision of the Specified Services, to increase the charges for the Specified Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company, any change in delivery dates, change in quantities or specifications for the Specified Services which is requested by the client, or any delay caused by any instructions of the client or failure of the client to give the Company adequate information or instructions. |
| |
3.6 |
If payment is not made on the due date, the company shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any decree or judgement) at the rate of 5 per cent above the Bank of England Base Rate from the due date until the outstanding amount is paid in full. |
|
| 4. Warranties and Liability |
| |
4.1 |
The Company warrants that the Specified Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification and within the times referred to in the letter of quotation. |
| |
4.2 |
The Company shall have no liability under the above warranty (or any other warranty, condition or guarantee) if the total price has not been paid by the due date for payment. |
| |
4.3 |
Where the Company supplies in connection with the provision of the Specified Services any materials supplied by a third party, the Company does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the client the benefit of any warranty, guarantee or indemnity given by the person supplying the materials to the Company. |
| |
4.4 |
The Company shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any material or goods supplied by the Client in connection with the provision of the Specified Services. |
| |
4.5 |
The Company shall not be liable to the Client 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 any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company or it's employees or agents) which arise out of or in connection with the provision of the Specified Services or the supply of any materials (including any delay in providing or failure to provide the Specified Services) or their use by the Client (except in respect of death or personal injury caused by the Company's negligence), and the entire liability of the Company under or in connection with the Contract shall not exceed the amount of the Company's charges for the provision of the Specified Services, except as expressly provided in these terms. |
| |
4.6 |
The Company shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Specified Services (including the supply of materials), if the delay or failure was due to any cause beyond the Company's reasonable control. |
|
| 5. Intellectual Property Rights: |
| |
5.1 |
Unless agreed otherwise in writing between the Client and the Company: |
| |
|
5.1.1 |
The Client shall retain ownership of all Intellectual Property Rights of whatever nature and, if registrable, whether registered or not, in the documents or other material and data or other information provided to the Company in the context of this Agreement. For the avoidance of doubt, the Client shall not be deemed to have granted the Company any licence to use the documents or other material and data or other information other than for the purposes of this contract. |
| |
|
5.1.2 |
The Company shall retain ownership of all Intellectual Property Rights of whatever nature and, if registrable, whether registered or not, in the documents or other material and data or other information and devices or processes provided or created by the Company in the provision of the Specified Service save that the Company shall be deemed to have granted the Client a non-exclusive and non-assignable licence to make use of any such documents or other material and data or other information and devices or processes in the context of the Specified Services. |
| |
5.2 |
Where appropriate, the Company shall be deemed to have asserted its moral rights over any documents or other material provided or created by the Company in the provision of the Specified Service. |
| |
5.3 |
The Client warrants to the Company that no documents or other material and data or other information and devices or processes will be provided to the Client to the Company for use in the Specified Services which infringe any third party Intellectual Property Rights. |
| |
5.4 |
In the event that a claim for the infringement of third party Intellectual Property Rights is made or intimated against the Company in relation to documents or other material, data and other information or devices and processes provided to the Company by the Client for use in the provision of the Specified Services or which the Client dictated should be used by the Company in the provision of the Specified Services, the Client shall indemnify the Company against any and all costs, expenses, damages or other losses suffered or payments made by the Company in connection with the claim and any associated decree or judgement or settlement. |
|
| 6. Confidentiality |
| |
6.1 |
The Company and the Client will take all reasonable steps to ensure that any documents or other materials and data or other information which are supplied to the other party in the provision of the Specified Services and are clearly marked as confidential remain confidential to the parties. Such information will only be made available by the parties to those personnel who have a reasonable need to know of it and the documents or other materials and data or other information or copies thereof will not be made available to third parties. Either party is entitled to demand the return of all copies of any such documents or other materials and data or other information within two weeks of giving the other party written notice. |
| |
6.2 |
This obligation of confidentiality will remain in force beyond the cessation or other termination of this contract. |
|
| 7. Insolvency of the Client |
| |
If the client goes into liquidation, has an administrative receiver, receiver or administrator appointed, becomes bankrupt or enters into a voluntary arrangement with creditors, the Company may (without limiting any other remedy) at any time rescind the contract by giving written notice to the client or suspend any further provision of the Specified Services under the contract and if any goods supplied in connection with the provision of the Specified Services have been delivered but not paid for the price shall become immediately due. |
|
| 8. Applicable Law |
| |
The contract shall be governed by the laws of Scotland and the client agrees to submit to the exclusive jurisdiction of the Scottish Courts. |
|
|
|
