Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services by the Supplier.
Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 9 (General) (inclusive).
Contract: the contract between the Customer and the Supplier for the supply of the Services in accordance with the Contract Details, the Mandatory Policies, these Conditions and any Schedules.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier.
Deliverables: all documents, products and materials developed by the Supplier or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts) and the Key Deliverables set out in the Contract Details.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
All documentation, information and advice is given in good faith. We cannot accept any liability for your subsequent acts or omissions. If you have any doubts queries or concerns, you should refer to the relevant regulations and take further professional advice. All documents created are generic and not site specific as per the terms of the Safety for Trades contract.
Services: the services, including without limitation any Deliverables, to be provided by the Supplier pursuant to the Contract.
Services Start Date: the day on which the Supplier is to start provision of the Services, as set out in the Contract Details.
Supplier IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Customer Materials incorporated in them.
Commencement and term
The Contract shall commence on the date registered, and shall continue for a minimum period of 12 months, after this period either party shall give no less than 3 (three) months’ written notice to terminate, expiring on or after the first anniversary of the Services Start Date.
Supply of services
Charges and payment
If the Customer fails to make any payment due to the Supplier under the Contract, then, without limiting the Supplier’s remedies under clause 8 (Termination):
Limitation of liability
Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
Assignment and other dealings.
Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
Third party rights.
Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
All services listed below will require a separate quotation and agreement.