Terms and Conditions
Standard Terms of Business for Outbound Solutions & Computing Ltd (Company Reg No. 04886977) t/a Outbound Solutions.
Terms of Business means Outbound Solutions & Computing Limited is referred to as the ‘Supplier’; ‘Client’ means the person or Company that purchases the services; ‘Services’ means the information technology consultancy services, ‘Products’ means the hardware, software or consumables and ‘Price’ means the price for those Services or Products each as specified in the Supplier’s invoice or proposal or letter of agreement signed by the Client; and ‘Contract’ means a contract for the provision of the Services and/or the Products entered between the Supplier and the Client.
Each and every Contract shall incorporate and be subject to these Terms of Business; any other terms which the Client shall seek to incorporate into the Contract are hereby expressly excluded.
No instruction of the Client placed with the Supplier (whether in response to a quotation or not) shall be binding on the Suppler unless and until it is accepted by the Supplier in writing. Unless otherwise agreed in writing the Supplier is not obliged to accept cancellation of accepted instructions and may require payment of a cancellation charge before accepting any cancellation. In the event of cancellation by the Client of pre-booked weekend work for which less than 5 usual working day’s notice has been given or pre-booked weekday work for which less than 2 usual working days notice has been given the Supplier will be entitled to charge in full for the work pre-booked.
All the terms of the Contract shall be those contained expressly or by reference in the Supplier’s letter of agreement together with these Terms of Business. The Contract may only be amended with the prior written agreement of both the Supplier and the Client. Any representations or warranty whether written or oral made prior to the date of the Contract are expressly excluded.
The Price for the Services and/or the Products shall be as set out in the Supplier’s letter of agreement or invoice.
The Client agrees that the Supplier has the right at any time before delivery of the Services and/or Products to withdraw any discount and/or to revise any Price quoted if, after the Supplier acceptance of any order, there is an increase or decrease in the cost to the Supplier of supplying the Services or Products whether by reason of exchange rate fluctuations, third party changes or otherwise.
Unless otherwise specified Value Added Tax and other duties or taxes payable by the Client shall be added to the Price.
The Supplier Prices for Services shall, unless the contrary is agreed in writing, be calculated on the basis of its hourly rates for the time being in force and a minimum charge equal to one hour’s work shall apply. Such hourly rates relate to a standard working day (Monday – Friday) from the hours of 9.00am to 5.00pm. Any work required outside this will incur additional charges which will be agreed in advance of the Contract or in advance of the work being carried out as the case may be.
If the Client purchases from the Supplier Support Contract Units such units must be used by the Client within 12 months of the date of purchase failing which they will expire and will not thereafter entitle the Client to further Services or Products.
The Supplier will use its reasonable endeavors to comply with any date or dates for delivery of Services and/or Products but unless the Contract expressly otherwise provides, time shall not be of the essence of the Contract and such date or dates shall constitute only statements of expectation and shall not be binding. If notwithstanding that the Supplier has used reasonable endeavors it fails to deliver the Services and/or Products by such date or dates, such failure shall not constitute a breach of the Contract and the Client shall not be entitled to treat the Contract as thereby repudiated or to rescind it or any related Contract in whole or in part or to claim compensation for such failure.
The Supplier shall retain control over the manner and means in which it shall perform Services including which staff and resources are allocated and in all respects its relationship with the Client is that of an independent contractor serving as a consultant and not that of employer and employee nor a partnership.
Services will be performed by the Supplier, its findings obtained and its recommendations prepared in accordance with generally and currently accepted information technology consulting practices. Products will be sold with the benefit of the warranties offered by the relevant manufacturer details of which are available for any specific Product on request. These warranties are in lieu of all other warranties either express or implied.
The Supplier shall be entitled to interest on any part of the Price not paid by its due date from the due date until payment at the rate of 5 per cent per annum above Santander Bank Base Rate prevailing from time to time during such period as well before as after judgement.
The Client shall pay in full the invoiced amount of the Contract within 15 days of the invoice date for all Services and in advance on date of order for all Products unless alternative terms of payment have been confirmed in writing by the Supplier.
The Client hereby undertakes to pay to the Suppler (on the basis of full indemnity) all costs, charges and expenses incurred by the Supplier in collecting or attempting to collect any indebtedness of the Client to the Supplier.
The Supplier hereby undertakes that, for the term of its appointment under the Contract and for a period of one year thereafter, it will not disclose to any person, firm or corporation, any confidential information regarding the Client, its business, directors, officers or employees save as agreed in writing with the Client or as required by law.
The Client may not assign any or all its interest in any Contract without the prior written consent of the Client.
If the Client is insolvent or shall fail to pay any amount owing to the Supplier upon its due date the Client will be deemed to have repudiated all Contracts and all sums owing to the Supplier on any account shall become due and payable forthwith without any requirement for any notice to be given.
The Client shall not be entitled to withhold payment of any amount due and payable to the Supplier under any Contract as a result of any dispute or claim by the Client in respect of faulty Services and/or Products or any other alleged breach of any other Contract nor shall the Client be entitled to any set-off or deduction whatsoever against any amount payable under any other Contract, or against any monies which are not then due and payable forthwith by the Supplier or in respect of which the Supplier disputes liability.
The Supplier shall not be liable for any loss of use or loss of profit, interruption of business or any other indirect, special or consequential loss of any type arising or alleged to have arisen out of any act or default of the Supplier in respect of its obligations under any Contract. The Supplier aggregate liability to the Client hereunder or otherwise arising whether from negligence, breach of Contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective or undelivered Services or Products which give rise to such liability as determined by the Price invoiced to the Client.
The Supplier shall not be liable in respect of any loss or damage caused by or arising out of any circumstances outside the Supplier reasonable control (including, without limitation, imposition of government regulations or orders, war, civil disorder, fire, flood, drought, tempest, theft, industrial dispute, delay by our suppliers, carriers or other sub-contractors or inability to obtain materials, labour or services from usual sources) howsoever caused or arising.
The Supplier hereby agrees if so requested in writing by the Client to return to the Client upon completion of the Contract any confidential documents taken from the Client to facilitate the provision of Services.
All Contracts between the Supplier and the Client shall be governed by and interpreted in accordance with English Law and any dispute arising there from shall be subject to the non-exclusive jurisdiction of the English courts.
The Client shall assign a Project Co-Ordinator for any business entered into with the Supplier. That person will be deemed to have suitable authority to act on behalf of and to bind the Client and be the primary point of contact for the Supplier.
Ownership of Products shall not pass to the Client until all payments are made in full but the Client shall be under a duty to maintain the Products in full repair and condition.
The Supplier failure to insist upon the strict performance of any provision of any Contract shall not be deemed to be a waiver of its rights or remedies in any subsequent default by the Client in the performance or compliance with any of its obligations to the Supplier.
The invalidity of any individual provision of any Contract shall not affect the validity of the remaining provisions.
Any notices served pursuant to any Contract shall be in writing and either hand delivered or sent by normal post to the usual business address of the other party.