UK-ACCOUNTANT& ASSOCIATED COMPANIES Standard Terms and Conditions for Supply of Services
1.DEFINITIONS
In this document the words shall have the following meanings:
1.1 “Consumer” shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977:
1.2 “Customer” means any person or company who purchases Goods and Services from me Suppler:
1.3 “Proposal” means a statement of work, quotation, Internet website or other document or electronic media describing the Goods and Services provided by the Supplier.
1.4 “Goods” means the articles specified in the Proposal:
“Service” or “Services” means the services specified in the Proposal.1.5 “Supplier” means the group of companies comprising:
Spiria Limited
UK-Accountant
Unit 5, Neepsend Triangle,
1 Burton Road, Sheffield,
S3 8BW, United Kingdom
1.5 “Terms and Conditions” means the terms and conditions of supply set out in this document and any special terms and conditions agreed in writing by the Suppler.
1.6The “expression” the Act means the Companies Act 1985 as amended by the Companies Act 1983, but so that any reference in these Terms and Conditions to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of provision for the time being in force.
2.GENERAL
2.1 These Terms and Conditions shall apply to all contracts for all Services by the Supplier to the Consumer and shall prevail over any other documentation or communication from the Customer.
2.2 Any variation of these Terms and Conditions shall be Inapplicable unless agreed in writing by the Supplier.
2.3 Nothing in these Terms and Conditions shall affect the Consumer’s statutory right as a Consumer.
3.THE ORDER
All Orders for Goods or Services shall be deemed to be acceptance of the proposal pursuant to these Terms and Conditions.
4.PRICE AND PAYMENT
4.1 The price of the Services is subject to any applicable charges and only where stated in the Proposal are inclusive of VAT. Where the price is not stated as VAT inclusive, they will be subject to the addition of VAT at the time prevailing rate.
4.2 Payment of the price for the Services will be in the manner specified in the Proposal.
4.3 If the Customer fails to make any payment within 30 days of if becoming due, the Supplier shall be entitled to charge interest at the current base rate plus 2.00% per month on the outstanding amounts.
5. DELIVERY
5.1 The date of deliver specified by the Supplier is an estimate only. Time of delivery shall not be the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges, or expenses caused directly or indirectly by any delay in the delivery of Services.
5.2 All risks in the Goods stall pass to the Customer upon delivery.
5.3 Services specified in the Proposal shall be provided by the Supplier for the specified period but not exceeding 12 months. At the expiration of the agreed period the Supplier may at their own discretion and without notice either:
elect to terminate the Services supplied to the Customer;
Or
invite the Customer to renew Services as specified by the Supplier and at the prices prevailing at tile time of renewal.
6 CUSTOMER’S OBLIGATIONS
To enable the Supplier to perform its obligations the Customer shall
6.1 co-operate with the Supplier;
6.2 provide the Supplier with any information reasonably required by the Supplier: obtain all necessary permissions, licenses and consents which may be required before the commencement of the Services, the cost of which be the sole responsibility of the Customer; and
6.4 comply with such other requirements as may be set out in the Proposal or agreed between the parties.
6.5 for the provision of Services the Customer must provide the Supplier with a proper contact address (PO Box is not acceptable) and any contact details as required by the Supplier and agree to inform the Supplier immediately in writing (email is acceptable) of any changes in contact details. The Supplier may at their discretion either suspend or terminate the supply of services if they are unable to contact the Customer.
8 SUPPLIER’S OBLIGATIONS
8.1 The Supplier warrants that the Goods will at the time of delivery correspond to the description given by the Supplier.
8.2 The Supplier shall perform tile Services with reasonable skill and care and to a reasonable standard in accordance with recognised standards and codes of practice.
9 CONFIDENTIALITY
All mail received and all the business information acquired by the Supplier are treated as commercially confidential and will not be disclosed or supplied to any third party outside of the Supplier or partner companies as agreed in the contract for the provision of Services. The duty of confidentiality by the Supplier to the Customer does not apply when the Supplier as required by English aw to provide information to the police or other organisations empowered by statute or under any Money Laundry Regulations in force for the time being.
10. CANCELLATIION AND REFUNDS FOR GOODS AND SERVICES
10.1 Where services do not comply with any of the contract, the Customer must notify the Supplier within 7 days. Once the Supplier has confirmed the Services do not comply with any of the contract, the Customer will be entitled to a full refund.
10.2 The refund will not be issued if:
– the Services being supplied comply with the contract;
– the Supplier has incurred expenditures with subcontractors to provide the Services.
11. LIMITATION OF LIABILITY
11.1 Nothing in these Terms and Conditions shall exclude or limit the liability of the Supplier for death or personal injury. However, the Suppler shall not be liable for any direct loss or damage suffered by the Customer however caused, as a result of any negligence, breach of contract or otherwise in excess of the price for the Services.
11.2 The Supplier will not be liable under any circumstances to the Customer or any Third Party for any direct or any consequential loss of profit, consequential or any other economic loss or damage suffered by the Customer however caused, as a result of any negligence, breach of contract, misinterpretation or otherwise.
11.3 For the avoidance of doubt, time shall not be of essence and the Supplier shall incur o liability to the Customer in respect of any failure to complete the Service by any agreed completion date.
12. INDEMNITY
The Customer agrees to indemnify each of the Supplier, his principals, agents and respective servants against:
12.1 the consequences of any incorrect information provided by the Customer.
12.2 the consequences of any breach of health and safety regulations made, or code of practice approved, pursuant to statute.
12.3 all claims by third parties and any other claim under common law or by statute arising out of any such defect, unsuitability, or breach.
12.4 all damages, penalties, costs, and expenses to which each or any of them may become liable as a result of work done in accordance with any Contract between which involves the infringement of any letters patent, copyright, design, trademark or any other intellectual property right or any claim for such infringement.
12.5 any claims, costs or expenses arising out of any slanderous matter, translated, printed or in any matter published by the Customer, including any such loss arising out of costs ad expenses incurred in respect of any threatened action any costs and expenses incurred arising out of any action which is settled by the parties concerned without being tried by a court or other tribunal; and all actions, costs claims and demands arising out of any Contracts between them whether occasioned by breach, negligence or any other cause whatsoever.
13. TERMINATION
The Supplier shall have the right to terminate any agreement with the Customer forthwith on giving notice in writing (an email being an acceptable form of writing) to the Customer on the occurrence of any of the following events:
13.1 breach of any terms of this Contract by the Customer;
13.2 if a petition is made for the Customer’s bankruptcy or a criminal bankrupt order is made against the Customer or if the Customer made any composition or arrangement with or for the benefit of creditors or makes any conveyance or assignment for the benefit of creditors.
13.3 where the Customer is a company:
If any action is taken for or with a view to its winding up, or a petition is presented for an administration or a winding up order against it or such an order is made, or it becomes insolvent or unable to pay its debts within the meaning of Section 123of the insolvency Act 1986, or an administrative e receiver, receiver or manager of its undertaking is duly appointed by a creditor or by the court, or possession is taken of any of its property by an encumbrancer and in that event such terminations shall not affect any rights which the Supplier may have against the Customer in consequence of the breach by the Consumer.
13.4 if without any reasonable cause the Customer with-holds either an agreed interim or full payment to the Supplier in respect of tis contract of any other contract between the two parties.
13.5 If it is the Supplier’s belief that the Services are being used with fraudulent or criminal intent.
14. FORCE MAJEURE
14.1Neither party shall be liable for any delay or failure to perform of its obligations if the delay or failure results from the events or circumstances outside its reasonable control, included but not limited by the acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage of unavailability of raw materials from a natural source of supply and the party shall be entitled to a reasonable extension of its obligations.
15. SEVERANCE
If any term of provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any curt of competent jurisdiction such provision shall be severed and the remainder all the provisions hereof continue shall continue in full force and effect as these terms and conditions had been agreed with the invalid illegal for unenforceable provision eliminated.
16. ASSIGNMENT
The Customer shall not be entitled to assign his or its rights or obligations and any contract with the supplier without the prior written consent of the supplier.
17. NOTICES
Where a notice is to be given to any party here too it may be served by leaving it at the registered office or last known address of that party. Otherwise, it may be sent by the first-class letter post to the registered office or is it last known address of that party, where each shall be deemed two have been served at the expiration of 48 hours after it has been posted.
18. GOVERNING LAW
These terms and conditions will be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.