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Services:
We provide the services to you on and
subject to the ‘Letter of Engagement’
and ‘Conditions of Contract’. You
and we must agree any variations to the services
in writing.
Charges:
Our charges for the provision of the
services are as set out in our quotation.
Our charges
are exclusive of VAT, which is payable by you
at the applicable rate, also reasonable and
proper expenses incurred by us in providing
the services, which are payable by you in addition.
Deposit:
We require a 50% of the amount for
the staffing of the activity (excluding VAT),
for the services as detailed in our quotation
before the date we are to commence provision
of the services.
Payment:
The balance invoice and any extra costs, as
agreed between PromoPower Ltd and Adnix, will
be payable on completion of the provision of
the Services.
Payment
Terms:
All invoices must be paid on completion of the
activity.
Our
Conditions of Contract:
‘Conditions of Contract’, will form
part of our agreement with you for the provision
of the services to you on this occasion and
on any future occasions.
The Conditions
of Contract (together with our proposal and
letter of engagement) constitute the entire
agreement between you and us and supersede any
previous agreement or understanding and may
not be varied except as agreed in writing between
you and us. All other terms and conditions express
or implied by statute or otherwise are excluded
to the fullest extent permitted by law.
| 1 |
Interpretation |
| 1.1 |
| In these Conditions: |
|
| "Us”, “we”
or "our" |
means PromoPower Limited |
| “You” or “your” |
means the person, firm or company
for whom we have agreed to provide
the services |
| “Quotation” |
means our quotation for the services
set out in our campaign proposal as
supplied with the letter of engagement |
| "the Services" |
means the provision by us to you
of the activities and services detailed
in our campaign proposal |
| "Charges" |
means our charges for providing
the services, as detailed in our quotation |
| "the Letter of Engagement” |
means the letter to which these
conditions are attached and by which
we agree to provide the services to
you |
| "Campaign Proposal” |
means the project specification
as supplied with the letter of engagement |
|
| 2 |
Supply of the Services |
| 2.1 |
We will supply the personnel, equipment
and materials as detailed in our campaign
proposal. You will, at your expense, supply
us with all other necessary personnel, equipment
and materials requested by us within sufficient
time to enable us to provide the Services
in accordance with the letter of engagement. |
| 2.2 |
We may at any time, without notifying
you, make any changes to our provision of
the services which are necessary to comply
with any applicable safety or other statutory
requirements and which do not materially
affect the nature or quality of the services. |
| 3 |
Charges |
| 3.1 |
Subject to any special terms agreed, you
agree to pay our charges as detailed in
the quotation together with our reasonable
and proper expenses incurred in connection
with our provision of the services. |
| 3.2 |
We may vary our charges from time to
time on giving you not less than one month’s
prior written notice. |
| 3.3 |
If payment is not made on the due date,
we shall be entitled, in addition to any
other rights we may have, to charge interest
on the outstanding amount (both before and
after any judgement) at the rate of 4% above
the base rate from time to time of HSBC
Bank Plc from the due date until the outstanding
amount is paid in full. |
| 4 |
Intellectual Property |
| 4.1 |
The property and any copyright or other
intellectual property rights in any documents,
information or materials relating to the
services will: |
| |
| 4.1.1 |
if provided by you, belong to you;
and |
| 4.1.2 |
if provided by us, or unless otherwise
agreed in writing between us and you,
belong to us, subject only to your
right to use such materials for the
purposes of the services. |
|
| 4.2 |
You agree to grant us a non-exclusive,
revocable and royalty-free licence to use
such of your trade marks and trade names
as are necessary for, and solely for the
purpose of, the provision of the services.
You further agree to procure the grant to
us of a non-exclusive, revocable and royalty-free
licence to use any third party trade marks
and trade names as are necessary for, and
solely for the purpose of, the provision
of the services. |
| 4.3 |
You agree to indemnify us for all losses,
damages, costs, expenses or other claims
we may suffer as a result that our use of
your trade marks or trade names, or of any
documents or materials provided by you,
in providing the services, infringe any
third party intellectual property rights.
|
| 5 |
Warranties and Liability |
| 5.1 |
We will provide the services with reasonable
care and skill and, as far as reasonably
possible, in accordance with any agreed
timetable. |
| 5.2 |
We accept liability for death or personal
injury resulting from our negligence, or
the negligence of our employees or agents. |
| 5.3 |
Except as otherwise provided in this
clause 5, our entire liability to you, whether
in contract, tort, including negligence,
or otherwise, and which arises out of or
in connection with the provision of the
services, shall not exceed £500,000
per claim and in aggregate. |
| 5.4 |
We are not liable for: |
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| 5.4.1
|
any indirect, consequential or
special loss or damage whatsoever
and however caused or arising including,
without limitation, loss of profits,
business, revenue or anticipated savings
even if foreseeable or we have been
advised of the possibility of the
same |
| 5.4.2 |
any loss, damage, cost, expense
or other claim arising from any default
or delay on your part or that of your
personnel, contractors or any third
party or be deemed to be in breach
of these conditions by reason of,
any delay in performing, or any failure
to perform, any of the services, if
such delay or failure was due to any
cause beyond our reasonable control. |
|
| 5.5 |
Where we supply any goods supplied by
a third party, we do not warrant or guarantee
the quality, fitness for purpose or otherwise
of such goods. |
| 5.6 |
You agree to indemnify us for all losses,
damages, costs, expenses or other claims
we may suffer as a result of any breach
of contract, negligence, breach of statutory
duty or otherwise by you or your employees,
agents or contractors and including, without
limitation, any liability arising out of
any defective or contaminated products supplied
by you or any of your employees, agents
or contractors in connection with the provision
by us of the services. |
| 6 |
Termination |
| 6.1 |
Either you or we may terminate our provision
of the services at any time by giving the
other in writing not less than the period
of notice specified in the campaign proposal. |
| 6.2 |
Either you or we may (without limiting
any other remedy) at any time terminate
our provision of the services by giving
written notice to the other if the other
commits any breach of these conditions or
the letter of engagement and (if such breach
is capable of being remedied) fails to remedy
such breach within 30 days after being required
by written notice to do so, or if the other
goes into liquidation, or (in the case of
any individual or firm) becomes bankrupt,
makes a voluntary arrangement with his or
its creditors or has a receiver or administrator
appointed. |
| 6.3 |
If our provision of the services is terminated
for any reason, all of our charges will
become immediately due and payable by you
to us. |
| 7 |
General |
| 7.1 |
You may not transfer or assign any of
your rights or liabilities without our prior
written consent. |
| 7.2 |
We may subcontract all or any part of
the services provided that we shall remain
primarily liable to you in the event of
any default by any of our sub-contractors. |
| 7.3 |
Any notice required or permitted to be
given by either us or you to the other under
these conditions shall be in writing addressed
to the other party at its registered office
or principal place of business or such other
address as may at the relevant time have
been notified to the party giving the notice. |
| 7.4 |
No failure or delay by either party in
exercising any of its rights under these
conditions shall be deemed to be a waiver
of that right, and no waiver by either party
of any breach of these conditions by the
other shall be considered as a waiver of
any subsequent breach of the same or any
other provision. |
| 7.5 |
If any provision of these conditions
is held by any competent authority to be
invalid or unenforceable in whole or in
part, the validity of the other provisions
of these conditions and the remainder of
the provision in question shall not be affected. |
These ‘Terms of
Business’ are governed by UK and English
law and are subject to the exclusive jurisdiction
of the UK and English courts.
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