Terms and Conditions
TERMS AND CONDITION OF SALE THE CLIENT’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 7
1.1 In these conditions the following words have the following meanings:
Charges – means the charges set out in the Quotation relating to the Services to be provided to the Client by the Company or in the event that a Quotation has not been given, the Charges shall be those set out in the Company’s current price list from time to time;
the Company – Document Direct Limited;
Contract – any contract between the Company and the Client in respect of the provision of Services by the Company;
Client – means you, the person(s), firm, company or partnership with whom the Company enters into the Contract and for whom the Company has agreed to provide the Services in accordance with these conditions;
Deliverables – means the format in which the Services shall be provided to the Client as specified by the Company in the Quotation which shall include but shall not be limited to compact disc, email, PDF and paper print;
Input Material – means any and all information supplied by the Client to the Company to enable the Company to supply the Services;
Intellectual Property Rights – means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application) including copyright, know how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, design rights, database rights and all rights of a similar nature anywhere in the world;
Quotation – means the estimate of Charges and timescales involved in providing the Services to the Client based on the instructions received from the Client and the Input Material provided, such Quotation being subject to amendment by the Company in the event that the scope of the Services required by the Client changes;
Services – means the provision of typing, transcription and other similar services as specifically set out in the Quotation;
1.2 In these conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.3 In these conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.4 In these conditions headings will not affect the construction of these conditions.
2 Application of Terms
2.1 Subject to any variation under condition 2.3 the Contract will be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed upon, delivered with or contained in documents supplied or delivered by the Client will form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all of the Services and any variation to these conditions and any representations about the Services shall have no effect unless expressly agreed in writing and signed by a director of the Company. Nothing in this condition will exclude or limit the Company’s liability for fraudulent misrepresentation.
3 Supply of Services
3.1 The Company shall supply the Services to the Client subject to these Conditions. Any changes or additions to the Services must be agreed in writing by the Company.
3.2 The Company shall supply the Services using all reasonable skill and care subject to the payment by the Client of all Charges payable hereunder on the correct payment dates.
3.3 The Client shall (at its own expense) supply to the Company all necessary Input Materials and any other information required by the Company for the provision of the Services in a timely manner in order to permit the Company to supply the Services as agreed. It is the sole responsibility of the Client to ensure the accuracy of all Input Material and the Company accepts no liability whatsoever in respect of incorrect Input Material resulting in incorrect Services being supplied by the Company.
3.4 The Company shall use its reasonable endeavours to supply the Services in a timely manner but cannot guarantee to do so and the Company accepts no liability whatsoever for failing to meet any such date and as a result, time shall not be of the essence as regards the provision of the Services.
3.5 The Company may at its sole discretion and without notifying the Client make any changes to the Services which are necessary to comply with any applicable statutory requirements, or which do not materially affect the quality or nature of the Services to be provided to the Client.
4.1 The Client shall pay the Charges as set out in the Quotation plus any additional sums for the provision of the Services which, at the Company’s sole discretion, are required to be paid by the Client as a result of a lack of instructions or failure to clarify instructions, the inaccuracy of any Input Material or any other cause attributable to the Client. The Company reserves the right to increase the Quotation and the amount of the Charges if, among other things, the Client makes material amendments to their requirements or the provision of the Services during the continuance of the Contract.
4.2 The Company reserves the right to alter its Charges from time to time at is sole discretion by giving not less than 30 days notice to the Client.
4.3 All Charges are exclusive of VAT and any other applicable taxes and duties. Any failure by the Client to pay the Charges on the date specified shall be deemed to be a material breach of these conditions. Time for payment shall be of the essence.
4.4 All Charges shall be paid by the Client within 14 days of the date of the Company’s invoice. The Company reserves the right to suspend the provision of the Services to the Client in the event of a non-payment of any invoice.
4.5 No payment shall be deemed to have been received until the Company has received cleared funds.
4.6 If any payment of Charges is not made by the Client on the due date, the Company shall be entitled, without limiting any other rights it may have:
4.6.1 to charge interest on the outstanding amount (both before and after any judgment) at a rate of 4% above the base rate from time to time of Barclays Bank plc from the due date until the outstanding amount is paid in full and the Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and/or
4.6.2 to terminate, discontinue or suspend the provision of all of the Services to the Client until payment of the Charges is received in full.
4.7 All Charges payable to the Company by the Client shall become due immediately upon termination of the Contract despite any other provision.
4.8 The Client shall make all payments of Charges without deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
4.9 Any monies paid to us as future credit on your Document Direct account are non refundable and can only be used for credit against services provided by Document Direct to you.
5 Intellectual Property
5.1 The Client retains all Intellectual Property Rights in the Input Material and grants to the Company a licence to use such Intellectual Property Rights to the extent required to perform the Services.
5.2 The Client shall indemnify and hold harmless the Company against all damages, losses and expenses as a result of any action or claim that the Input Material infringes the Intellectual Property Rights of a third party.
5.3 The Intellectual Property Rights in any of the Deliverables shall remain the absolute property of the Company until it receives full payment of all of the Charges from the Client. On receipt of full payment of all of the Charges, the Company shall transfer the Intellectual Property Rights in the Deliverables to the Client.
6.1 The Company warrants to the Client that the Services will be provided at all times using reasonable skill and care.
6.2 No other warranties or representations, expressed or implied are given by the Company and any implied warranties or representations are expressly excluded.
7.1 Nothing shall restrict or exclude either party’s liability for fraud, death or personal injury.
7.2 The Client shall not be entitled to any liquidated compensation or refund whatsoever.
7.3 The Company shall not be liable to the Client or to any third party in contract, tort or otherwise, for any direct or indirect loss of profit, anticipated savings, business, contracts revenue, time, goodwill or loss of or harm to data or for any other indirect or consequential loss or damage.
7.4 The Company’s total liability in contract, tort or otherwise (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the provision or performance of the Services shall be limited to the Charges paid by the Client to the Company in respect of the Contract from which any such claim arises.
7.5 The Client undertakes to indemnify and hold the Company (including its officers, agents and employees) harmless from and against all liabilities, actions, costs (including reasonable legal expenses) claims, expenses, demands and penalties suffered, or ordered or incurred by the Company as a result of any actions of the Client.
The Client acknowledges that it is solely responsibility for checking the accuracy of all Deliverables supplied to it by the Company and although all Deliverables will be checked prior to submission by the Company to the Client, the Company accepts no liability whatsoever for any errors, omissions or inaccuracies or any damage, loss, cost or expense arising out of such errors, omissions or inaccuracies.
9.1 Either party hereto may terminate the Contract forthwith by notice in writing to the other party if:
9.1.1 the other party commits a material breach of this Contract and in the case of a breach capable of remedy, fails to remedy it within 30 days after being required to do so in writing by the other party; or
9.1.2 the other party commits a material breach which cannot be remedied under any circumstances; or
9.1.3 the Client fails to pay any Charges when due; or
9.1.4 the other party passes a resolution for its winding up (except in the circumstance of a bona fide solvent amalgamation or reconstruction), or a court makes an order to that effect; or
9.1.5 the other party ceases to carry on its business or substantially the whole of its business; or
9.1.6 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
9.1.7 the other party has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets.
10 Termination Consequences
10.1 On termination of the Contract by either party for any reason whatsoever all amounts owing in respect of the Services shall become due and payable in full on demand whether or not then due and the Client shall have no right to withhold or set off any such amounts; and
10.2 The Company shall terminate the supply of the Services to the Client; and
10.3 Each party shall on request promptly return all documents or papers relating to the business of the other party which is then in its possession or control.
11 Force Majeure
Neither party shall be liable for any delay in performing or failure to perform its obligations hereunder if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers Provided that, if the event in question continues for a continuous period in excess of 30 days, either party shall be entitled to give notice in writing to the other party to terminate the Contract at which point all Charges due to be paid to the Company under the Contract shall immediately become due and payable.
The Company undertakes to the Client that it shall procure that each of its employees and contractors shall, on commencement of their employment or contract for services with the Company, sign a confidentiality agreement relating to their duty to maintain the confidentiality of all Input Material, Deliverables and Services to be supplied to the Client hereunder.
13 Data Storage
The Client agrees and acknowledges that all Input Material will be deleted and destroyed by the Company within 60 days (or such other period as agreed) of the Deliverables being delivered to the Client. The Company accepts no liability whatsoever for any damage, loss, cost or expense caused by such deletion or destruction.
14.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
14.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unen¬forceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
14.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
14.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Client will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
14.5 The Client shall indemnify the Company against all third party claims and losses, liabilities, costs and expenses (including without limitation reasonable legal expenses) that the Company may incur as a result of any breach of the Client’s obligations under this Contract or misuse of the Services (whether by the Client or not) provided that this indemnity shall not apply to the extent that any claim or part of a claim directly results from any wrongful or negligent acts or omissions by the Company.
14.6 The parties to this Contract do not intend that any term of this Contract will be enforce¬able by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
14.7 The Company may assign or otherwise transfer this Contract at any time. The Client may not assign or otherwise transfer this Contract to any party without the Company’s written consent.
14.8 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.