TERMS AND CONDITIONS OF SERVICES PROVIDED BY THE NESIS GROUP GB LTD including any of its’ subsidiary companies or businesses (where third party services are contracted, they are subject to the same terms & conditions stated, the company reserves the right to use/retain third party or specialist companies as and when operational commitments require).
Application and entire agreement These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by The NESIS Group GB Ltd a company registered in England and Wales under registration number 09215921 whose registered office is at Building 7, Wilsons Business Park Centre, Monsall Road, Manchester M40 8WN (we or us) to the person buying the services (you). You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
The headings in these Terms and Conditions are for convenience only and do not affect their interpretation. Words imparting the singular number shall include the plural and vice-versa.
Services We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations. All these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
Your obligations You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services. If you do not comply with clause 10, we can terminate the Services. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
Fees and Deposit. The fees (Fees) for the Services are set out in the contract and/or quotation and are on a time and services basis.
In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority. You must pay a deposit ("Deposit") as detailed in the quotation within 1 day of acceptance. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination). The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).
Cancellation and amendment. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 1 day from the date of the quotation, (unless the quotation has been withdrawn). Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation. If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we must make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
Payment We will invoice you for payment of the Fees either:
· when we have completed the Services; or
· on the invoice dates set out in the quotation.
· You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us. Time for payment shall be of the essence of the Contract. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 9.25% per annum above the base lending rate as stated by the Bank of England from time to time on the amount outstanding until payment is received in full.
All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you. Receipts for payment will be issued by us only at your request. .
Sub-Contracting and assignment. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all our obligations to any third party. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
Termination We can terminate the provision of the Services immediately if you: commit a material breach of your obligations under these Terms and Conditions; or fail to make pay any amount due under the Contract on the due date for payment; or are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for: any indirect, special or consequential loss, damage, costs, or expenses or; any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability. In no event will The NESIS Group GB Ltd be liable to the Client or any third party for any damages
Circumstances beyond a party's control Neither of us is liable for any failure or delay in performing our obligations 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. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
Default in Payment
In default of due payment of its invoice, The NESIS Group GB Ltd may in its absolute discretion and irrespective of any other rights maintain an action against the customer for the invoice sum upon which interest shall be payable at the rate of 8% per calendar month or part thereof from the date of the invoice until payment.
The customer agrees to pay The NESIS Group GB Ltd for any legal costs which it may reasonably incur to recover its invoice sum
Communications All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party). Notices shall be deemed to have been duly given: when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated; on the fifth business day following mailing, if mailed by national ordinary mail; or on the tenth business day following mailing, if mailed by airmail.
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
No waiver No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
Severance If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts. Having instructed The NESIS Group GB Ltd this signifies your agreement to these terms including and not limited to the terms & conditions of service, set out within our contractual service agreement, a copy of which, is available upon request.
All payments should be made by BACS transfer to the following account information and payment is due by end of business on the 14th day after the date of this invoice. Any delays in receiving payment without prior authorisation by a manager may be logged with the appropriate credit reference agency without further notice,