1.1 These Terms and Conditions shall apply to the provision of Services by the Service Provider to the Client.
1.2 In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Service Provider in writing.
2. Definitions and Interpretation
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
Means an agreement between the Service Provider and the Client entered into by the same which shall incorporate, and be subject to, these Terms and Conditions.
means a day (excluding Saturdays) on which banks generally are open for the transaction of normal banking business.
means the individual, firm or corporate body which purchases services from the Service Provider and is specified.
means the fees payable by the Client under Clause 4 in accordance with the Terms of Payment.
means the services to be provided by the Service Provider to the Client as set out in the Agreement.
means AGS One Group Limited, Anti-Graffiti Systems Limited or AGS Renovations Limited of Unit D, Prospect House, Hyde Business Park, Brighton BN2 4JE.
Terms of Payment
means the terms of payment of Fees as set out in the Agreement.
3. The Services
3.1 With effect from the Commencement Date the Service Provider shall, in consideration of the Fees being paid in accordance with the Terms of Payment, provide the Services to the Client.
3.2 The Service Provider will use reasonable care and skill to perform the Services.
3.3 The Service Provider shall use all reasonable endeavours to complete its obligations under the Agreement, but time will not be of the essence in the performance of these obligations unless expressly agreed.
3.4 The Service Provider will be entitled to act upon the instructions of any of the Client’s authorised employees, affiliates or agents and rely upon any information supplied by the Client in connection with the Services.
3.5 Any Report issued to the Client shall be for the Client’s benefit only and shall not be disclosed to any third party without the express written consent of the Service Provider. Any disclosure of a Report to a third party shall be strictly subject to the Client or any such third party complying with any additional requirements of the Service Provider in respect of such disclosure.
3.6 Once the Company and the Client have agreed what Services are to be performed, any subsequent variations to the Services must be promptly agreed in writing between the Parties, specifying any variation to the agreed work scope, delivery date and/ or the deliverables as well as any additional costs involved.
3.7 Any such variations to the Services shall not take effect until the Parties have agreed the variations in writing.
4.1 The Service Provider shall provide the Services at the site(s) specified within the quotation or contract agreement attached.
5.1 The Client agrees to pay the Fees in accordance with the Terms of Payment.
5.2 In addition, the Service Provider shall be entitled to recover from the Client reasonable incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.
5.3 The Client will pay the Service Provider for any additional services provided by the Service Provider that are not specified in the Agreement in accordance with the Service Provider’s then current, applicable daily rate in effect at the time of the performance or such other rate as may be agreed. Any charge for additional services will be supplemental to the amounts that may be due for expenses.
6.1 All payments required to be made pursuant to the Agreement shall be made within 30 days of the date of the relevant invoice in cleared funds to such bank or location as the Service Provider may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by Law.
6.2 If the Client fails to make any payment on the due date then the Service Provider shall, without prejudice to any right which the Service Provider may have pursuant to any statutory provision in force from time to time, have the right to charge the Client interest on a daily basis at an annual rate equal to 8% and the base rate of Bank of England from time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after, as well as before, any judgement.
7.1 Both the Service Provider and the Client shall undertake that, except as provided by sub-Clause 6.2 or as authorised in writing by the other Party, it shall at all times during the continuance of the Agreement and for 1 year after its termination:
7.1.1 keep confidential all Confidential Information.
7.2 Subject to sub-Clause 6.3, either Party may disclose any Confidential Information to:
7.2.1 Any of their subcontractors or suppliers;
7.2.2 Any government or other authority or regulatory body; or
7.3 Disclosure under sub-Clause 6.2 may be made only to the extent that is necessary for the purposes contemplated by the Agreement, or as required by Law.
7.4 Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.
8. Variation and Amendments
8.1 If the Client wishes to vary any details of the Agreement he must notify the Service Provider in writing.
8.2 If, due to circumstances beyond the Service Provider’s control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client immediately. The Service Provider shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
9.1 The Service Provider’s performance of the Services is dependent on the Client, its employees, affiliates and/or agents providing the Company with the requested information and/or access to site.
9.2 The Service Provider shall not be liable for any delays incurred in performance of the Services due to items including but not limited to:
a. late provision or access to data, information, and/or site(s);
b. any errors or omissions in the data or information provided.
9.3 The Client acknowledges that where data and/or information is incomplete, the Company shall necessarily have to use its skill and judgement in making reasonable assumptions in order to perform the Services.
9.4 Any timetable or dates specified by the Service Provider and agreed by the Parties for the performance of the Services is necessarily an estimate only and is not guaranteed, unless otherwise agreed by the Company in writing. Accordingly, whilst the Company will use reasonable efforts to comply with such dates, the Client will have no right to terminate the Agreement for any failure to meet these dates and acknowledge that the Company’s performance is entirely dependent on the Client complying with its responsibilities as set out in the Agreement.
9.5 Reliance should only be placed on information and comments set out in the Company’s final written Report(s) produced pursuant to the Services. The Company has no responsibility to update its Report(s) for events that take place after the final Report(s) have been issued.
10.1 Either Party may terminate the Agreement by giving written notice to the other Party if:
10.1.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 90 days of the due date for payment;
10.1.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 30 days after being given written notice giving full particulars of the breach and requiring it to be remedied;
10.1.3 where the other Party is a company, a receiver is appointed to take possession of any of the property or assets of that other Party;
10.1.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
10.1.5 the other Party has a bankruptcy order made against it or, goes into liquidation.
Liability and Indemnity
11.1 Except in respect of death or personal injury caused by the Service Provider’s negligence, the Service Provider will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Service Provider’s servants or agents or otherwise) in connection with the performance of its obligations under the Agreement or with the use by the Client of the Services supplied.
11.2 The Client shall indemnify the Service Provider against all damages, costs, claims and expenses suffered by the Service Provider arising from loss or damage to any equipment (including that of third parties) caused by the Client, or his agents or employees.
11.3 The Service Provider shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Service Provider’s obligations if the delay or failure was due to any cause beyond the Service Provider’s reasonable control.
Relationship of the Parties
12.1 The Parties acknowledge and agree that the Services performed by the Service Provider, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.
13.1 The Service Provider represents and warrants that:
- it will perform the Services with reasonable care and skill; and
- the Services and the Materials provided by the Service Provider to the Client under this Agreement will not infringe or violate any intellectual property rights or other right of any third party.
14 Force Majeure
14.1 Neither the Client nor the Service Provider shall be liable for any failure or delay in performing their obligations under the Agreement where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
15.1 No waiver by the Service Provider of any breach of the Agreement by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of the Agreement shall be effective only if given in writing and signed by the waiving Party and then only in the instance and for the purpose for which the waiver is given.
16.1 The Service Provider reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of the Services or facilities.
17.1 All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
17.2 Notices shall be deemed to have been duly given:-
17.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
17.2.2 when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated; or
17.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
17.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid;
17.2.5 in each case addressed to the most recent address, email address, or facsimile number notified to the other Party;
18 Law and Jurisdiction
18.1 These Terms and Conditions and the Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
18.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or the Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.