The following terms and conditions (“the Conditions”) are the terms on which A14 East Anglia (“the Company”) sells to other businesses by either a quarterly/maintenance contract, by the hour or day for such “consultancy” services which may include but not limited to, HR/employment law advice and admin, H&S/advice risk assessments, computer/IT support, installation, programming and supersede all other terms and conditions used by the Company.
1. Orders, price and payment
1.1 No contract shall come into existence until the Company confirms the order from the Buyer for the Services to be provided.
1.2 The price (exclusive of VAT) for the Services (“the Price”) shall be the quoted price from the Company and payment of the Price shall be made by the Buyer within 30 days of the date (“the Due Date”) of the invoice for the Services.
1.3 Any cancellation of any order by the Buyer must be in writing, and agreed as cancelled also in writing by the Company. In case of any cancellation, the Buyer may be released from its obligations under the contract after payment of a sum for reasonable charges for Services carried out up to the point of cancellation. (see 1.2 above)
2. Services
The description of the Services to be provided (“the Services”) shall be as set out in the quotation where required and provided by the Company to the Buyer (“the Quotation”). Where there is no formal written quotation, any work to be carried out will have an offer and acceptance which can be in writing by email, fax or purchase order, or any other form which states an order has been made by the Buyer to carry out the Services provided by the Company.
3. Delivery of Services The Company shall deliver the Services at the Buyer’s address as agreed on the date or as shown on the Quotation. The Buyer shall make all necessary arrangements to have the necessary staff a any equipment as required to carry out the Services on the day notified by the Company. By agreement or as notified in the quotation development of materials, computer programming for the delivering of the Services may be carried out/competed in the Company’s own offices.
4. Acceptance
The Company must be advised in writing of any problems relating to the Services provided as soon as they are discovered by the Buyer who shall be deemed to have accepted the Services provided, if they have not been rejected on or before the seventh day after carrying out the Services.
5. Title and risk
Title for any Services by the Company that contain developed material, computer programmes etc shall not pass to the Buyer until the Buyer has made payment of all sums owing to the Company failing which the Company shall have the right to repossess or otherwise recover all materials.
6. Limitation of liability
6.1 Save in respect of personal injury or death due to any negligence, the Company shall not be liable to the Buyer in respect of any loss suffered by the Buyer due to any defect relating to the Services provided.
6.2 Without prejudice to Condition 6.1 the Company shall not be liable to the Buyer or any third party for any loss of profit, consequential or other economic loss suffered by the Buyer arising in any way from this Agreement.
7. Set off and counterclaimThe buyer may not withhold payment of any invoice or other amount due to the Company by reason of any right of set-off or counterclaim which the buyer may have or allege to have or for any reason whatsoever.
8. Force majeureThe Company shall not be liable for any default due to any circumstance beyond the reasonable control of the Company including, but not limited to, Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire, flood, earthquake or shortage of supply.
9. General
9.1 If any term or provision of these Conditions 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 hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
9.2 The Company may without the consent of the Buyer sub-licence its rights or obligations or any part of these Conditions.
9.3 The headings in these Conditions are for ease of reference only and shall not affect the interpretation of any of the Conditions.
10. Contract
Notwithstanding any other provision of this agreement, nothing herein shall confer or is intended to confer a benefit on any third party for the purpose of the Contract (Rights of Third Parties) Act 1999 or for any other purpose.
11. Entire agreement
Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be for breach of contract.The above terms and conditions are binding by accepting the confirmation of the event and no variation may be made without a specific agreement of a Director of the Company.
12. Governing law and jurisdiction
The laws of England and Wales shall govern this agreement and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.