Standard Terms and Conditions
DEFINITIONS:
‘Agreement’- These Terms and Conditions and the Accepted Proposal.
‘Computer Systems’ – Any hardware, software, middleware, Website, communications or interface whether provided by Us or any third party in any manner whatsoever.
‘Fee’ – Our fee for the Services as set out in the Proposal.
‘Proposal’- Our offer to supply You with the Services on such terms as specified in that document and Your acceptance of those terms.
‘Services’- The range of activities to be provided by Us as set out in the Proposal
‘Signed proposal’ – A Proposal that has been accepted by You in writing.
‘Purchase order’ – A document setting out your agreement to the proposal
‘Term’ – The period for the provision of the Services starting and ending on the dates defined in the Proposal.
‘We, Us, Our’ – CLS Energy Limited.
‘You, Your’ – The Customer.
- SERVICES
1.1 Our obligations:
1.1.1 We agree to supply You with the Services outlined in Our Proposal and in accordance with these terms and conditions.
1.2 Your obligations:
1.2.1 You are responsible for providing to Us such information as We may reasonably request to enable Us to deliver the Services outlined in Our Proposal. You are also responsible for providing Us written authority to deal directly with relevant third parties on Your behalf.
- TERM
2.1 This Agreement shall continue for the Term.
- FEE
Contract fee instalment shall be due as follows:
- 50% on receipt of the Signed Proposal or Purchase Order;
- 50% prior to delivery of Directors Summary
All amounts due under this Agreement are quoted exclusive of value added tax (VAT) which will be charged at the prevailing rate (currently 20%).
You shall pay any invoice within 30 days of the date of such invoice.
We shall reserve the right to charge interest at the rate of 1.5% above the base rate of Barclays Bank pic on all invoices remaining unpaid after the due date.
- WARRANTY AND LIABILITY
4.1 We shall use all reasonable skill and care in supplying You with the Services.
4.2 We do not give any warranty as to the accuracy or reliability of any information or advice supplied to us by any third party.
4.3 We do not give any other warranty (express or implied) in relation to the information, advice or service provided by Us to You and all conditions, warranties, terms, undertakings, obligations and liabilities whether arising by statute, common law, custom, trade usage or otherwise and whether in contract or in tort or otherwise are hereby excluded to the fullest extent permitted by law.
4.4 We shall not be liable for any loss or damage suffered or incurred by You arising out of or in connection with the failure, delay or malfunction of, or damage or destruction to, or any errors or damage caused by Our Computer Systems or records or those of any third party or any part of any of the same.
4.5 We shall not be liable for any loss or damage suffered or incurred by You arising out of or in connection with any breach of Our obligations under this Agreement where such breach arises from any cause which was beyond Our reasonable control.
4.6 We shall not be liable for any consequential or indirect loss or damage (which shall include any loss of profits, revenue, contracts, data or anticipated savings or any additional expenditure) suffered or incurred by You arising out of or in connection with any breach of Our obligations under this Agreement.
4.7 We shall indemnify You against any and all losses and claims in respect of death or other injury to a person.
4.8 Responsibility for any penalties that may be applied by the Environment Agency or its agents remain entirely with The Customer.
4.9 Save for any liability in respect of death or personal injury caused by Our own negligence Our liabilities to You are limited in their entirety to the quoted fees set out above.
- INTELLECTUAL PROPERTY RIGHTS
5.1 All intellectual property rights including but not limited to all rights of copyright in our market intelligence publications and documentation produced by Us are reserved to Us. Save as permitted by law You may not copy, reproduce or use any market intelligence publication produced by Us or any part of the same.
- CONFIDENTIALITY
6.1 In the course of performing the Services outlined in this Agreement, both parties recognise that each may come in contact with or become familiar with information which the other may consider confidential. This information may include, but is not limited to, information contained in tender reports, consumption data, market intelligence, intellectual property, operations, processes and business plans. Each party shall not disclose to third parties any confidential information.
6.1.1 Each recipient shall make the disclosing party’s confidential information available only to those of the employees, consultants or professional advisors of the recipient who are required to access such information to deliver the Services covered by the Proposal.
6.1.2 Upon written request of the other party, the recipient agrees to return or destroy all written documents or other items of a tangible nature containing confidential information.
6.1.3 This clause shall apply during the continuance of the Agreement and after its expiry or termination for a period of 5 years.
6.1.4 You agree that We may include Your name and company logo on Our client list which is made available to other existing or potential clients. You also agree that We may publicise the support We have provided to You in the form of press releases and/or case studies, subject always to Your prior written approval of the wording used in such press releases and/or case studies.
- TERMINATION
7.1 We shall be entitled to terminate this Agreement immediately upon giving You notice if at any time during the Service Period You become insolvent or if any event occurs which causes Us to believe that You are or may become insolvent.
7.2 We shall be entitled to terminate this Agreement at any time during the Service Period by notice to You in writing if, having given You not less than 2 Months written notice of a breach of any of Your obligations under this Agreement, You shall have failed to remedy the breach in question within such notice period.
7.3 You shall be entitled to terminate this Agreement at any time during the Service Period by notice to Us in writing if, having given Us not less than 2 months-notice of a breach of any of Our obligations under this Agreement. We shall have failed to remedy the breach in question within such notice period.
- GENERAL
8.1 We reserve the right to alter, amend or withdraw the Proposal at any time before We receive an Accepted Proposal and Purchase Order from You.
8.2. If any clause of these Terms and Conditions conflicts with any provision in the Proposal, the provision in the Proposal shall prevail.
8.3 This Agreement constitutes the entire Agreement between You and Us with respect to its subject matter and it supersedes all previous Agreements and understandings.
8.4 If at any time any clause or provision of this Agreement or any part thereof is or becomes invalid or illegal such clause or provision or part thereof shall be deemed to be severed from this Agreement but the validity, legality and enforceability of the remaining clauses and provisions or parts thereof shall not be affected or impaired.
8.5 No delay or omission by either Us or You to exercise or enforce any right, power or remedy arising under or in connection with this Agreement shall operate as a waiver of that or any other right, power or remedy. If We or You waive any breach of this Agreement by Us or You, as the case may be, this shall not constitute a waiver of any other breach and shall not prevent Us or You from subsequently requiring compliance with the waived obligation.
8.6 Any amendments or variations to this Agreement shall only have effect if they are in a written document that has been signed by You and Us.
8.7 Neither party may assign in whole or in part its rights under this Agreement.
8.8 We may sub-contract in whole or in part Our obligations under this Agreement.
8.9 This Agreement shall be binding on Our and Your successors.
8.10 Substantive changes made to the Guidance by the Environment Agency may require a review of costs.
8.11 All notices served under this Agreement shall be in writing and shall be sent by post, or delivered by hand to such address as We or You may from time to time notify in writing to each other.
8.12 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any clause or provision of this Agreement.
8.13 Both parties shall comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 as amended from time to time.
8.14 Headings in this Agreement are for convenience only and shall not affect its construction. Words denoting the singular shall include the plural and vice versa. Any reference to a clause or a provision is a reference to a clause or a provision of this Agreement.
8.15 We reserve the right to inform the Regulator in extenuating circumstances where there is breach of contract or delayed payment or where it is evident that previous non-compliance is being ignored such that it may adversely affect our reputation.
- GOVERNING LAW
9.1 English law shall apply to this Agreement and the English Courts shall have the exclusive jurisdiction to determine any dispute arising out of it.
Terms and Conditions Agreed:
Name: Name: Alan Asbury
Signed: Signed:
Position: Position: Director
Organisation: The Customer Organisation: CLS Energy (Consultancy) Ltd
Date: Date: