|Standard Terms and Conditions Of Business
1. In these conditions the following apply :
2. All quotations, Contracts and sales transactions are made subject to the following terms and conditions provided that any special condition in any quotation or Contract shall prevail to the extent that they are inconsistent with the following terms and conditions.
COST OF SYSTEMS AND/OR SYSTEMS MAINTENANCE
7. Except as mentioned in condition 8 in respect of a quotation or acceptance of an order where the cost is expressly stated to be fixed for a specific period, the Company reserves the right to alter its quotation or other prices in respect of the System or Systems Maintenance at any time if variation in the cost of materials to be supplied by the Company and/or Personnel labour cost shall in the absolute opinion of the Company make such an alteration necessary.
WORK ON CLIENT’S PREMISES AND ITEMS SUPPLIED BY THE CLIENT
16. For all work that has to be undertaken on the Client’s premises the client will provide a place of work, necessary supplies and suitable accommodation for each member of Personnel. This includes reasonable access to the Client’s premises and personnel outside of normal working hours.
20. Systems will be specified, designed, implemented and tested only from a statement of requirements approved by the Client. Such a statement will identify those points at which Client approval is required before implementation proceeds.
23. On the assumption that maintenance covers software to operate on a given designed computer system, the following types of software shall be covered by any Systems Maintenance Contract between the Company and the Client:
MAINTENANCE OF PROGRAMS
27.1 The Company supplied programs:
28. The Client undertakes to indemnify the Company against all third party claims made against the Company arising on an act performed or omitted to be performed by any member of Personnel during the course of giving service to the Client in accordance with the Contract provided always that the indemnity given by this clause shall not extend to any liability which is covered by the Company’s public liability insurance.
WARRANTIES AND CLAIMS
31. a. No condition or warranty is given or shall be implied by statute common law or otherwise in respect of the Systems and in particular as to the fitness of the Systems for any particular purpose or as to their corresponding with any particular description or with any samples supplied as to the quality thereof.
SUB-CONTRACTING AND SUBSTITUTE PERSONNEL
32. a. If any of the Personnel shall become no longer available for any reason the Company will supply a similarly experienced person as soon as is possible. If the Company fails to do so within six weeks then the Client may cancel the outstanding part of the Contract. Similar conditions will apply in the case of subsequent replacements.
CLIENT CANCELLATION OR ALTERATIONS TO CONTRACTS
33. a. The Client shall not be entitled to cancel the Contract or any part thereof except on such terms as to indemnify to the Company (including loss of profit) as the Company may have prior to the Client’s cancellation agreed in writing. The Company is not bound to agree to the cancellation and may complete the Contract not withstanding any reported cancellation by the client.
RESERVATION OF PROPERTY AND RIGHT OF DISPOSAL
34. Until payment by the Client in full of the charges and any other monies payable to the Company in respect of the Contract;
35. The Client shall be deemed to be in breach of contract if it:
LIMITATION OF LIABILITY
36. It is expressly stipulated that in the event of any claim on any ground being made by the Client in respect of the Systems or other matters arising from or in relation to the Contract (including but without prejudice to the generality any claim for non delivery or of default in or damage to the Systems or in respect of any breach of any term, condition or warranty relating to the quality or quantity of the Systems) the liability of the Company shall be limited (in respect of each claim or series of connected claims) to the invoice value of the Systems and under no circumstances shall the Company be liable for any consequential loss howsoever arising.
TERMINATION OF TIME AND MATERIALS CONTRACTS
38. Time and materials Contracts may, unless the duration of the Contract is otherwise agreed in writing between the Company and the Client, be terminated by either party giving one months notice to the other party in writing.
41. All Contracts shall be governed by English Law. Any dispute whether of interpretation or otherwise as to the liability either of the Company or the Client arising out of the Contract or any part thereof shall be determined by the English Court of Law to whose jurisdiction and decision the Company and the Client shall submit and hereby agree to be bound.
42. The sub heading of these conditions are not to be regarded as part thereof.