Improvia Limited Terms Conditions Trade

Improvia Limited Terms Conditions Trade

Standard Terms and Conditions of Trade – Version 2.0 -
Published 9th May 2018

Supply of Directors Support Services, Research Services & Related Services

Parties:

Rendel Business

The client company (“Client”).

Recitals

The Client wishes UK Rendel Business to supply services to the Client. 

Interpretation

In these conditions:

“Agreement” means the agreement for the
provision of the Services.
“Terms and Conditions” means this set of standard Terms and
Conditions or trade, version 2.0, published 9th May 2018.

“Customer(s)”
means any potential customer or customers of the
Client, contacted by UK Rendel Business through its services;
“Principles” means the Principles contained in the Data
Protection Act 1998;
“Services” means the services to be provided by
UK Rendel Business for the Client described in more detail in the Agreement.

The headings in these Terms are for convenience only and shall
not affect their interpretation.

Supply of the Services

UK Rendel Business shall provide the Services to the Client subject to
the Agreement with the Client and subject to these Terms and Conditions. 
Any changes or additions to the Services or the Agreement or the Terms and
Conditions must be agreed in writing between UK Rendel Business and the Client.

The Client shall at its own expense supply UK Rendel Business with all
the necessary documents or other materials and all necessary data or other
information within sufficient time to enable UK Rendel Business to provide the Services in
accordance with the Agreement and these Terms and Conditions.

UK Rendel Business may at any time without notifying the Client make any
changes to the Services which are necessary to comply with any applicable safety
or other statutory requirements, or which do not materially affect the nature of
quality of the Services.

Charges

Subject to any special terms agreed, the Client shall pay
UK Rendel Business the fees as detailed within the Agreement.  These fees may include
charges to set up the Services or hourly or daily charges for the provision of the
Services or other charges as may be detailed in the Agreement.

All charges quoted to the Client for the provision of the
Services are exclusive of any Value Added Tax, for which the Client shall be
additionally liable at the applicable rate from time to time.

UK Rendel Business’s charges shall be due and payable by the Client
(together with any applicable Value Added Tax, and without any set-off or other
deduction) within 7 days of the date of UK Rendel Business’s invoice.

If payment has not been made on or before the due date, UK Rendel Business
shall be entitled, without limiting any other rights it may have, to charge
interest on the outstanding amount (both before and after any judgement) at the
rate of 8% (eight per centum) above the base rate from time to time of the Royal
Bank of Scotland plc from the due date until the outstanding amount is paid in
full.

Warranties and Liability

UK Rendel Business warrants to the Client that the Services will be
provided using reasonable care and skill.

UK Rendel Business shall have no liability to the Client for any loss, damages,
costs, expenses or other claims for compensation arising from any instructions
supplied by the Client which are incomplete, incorrect, or inaccurate, or from
any other fault of the Client.

Except as expressly provided in these Terms and Conditions,
UK Rendel Business shall not be liable to the Client for any loss of profit or any
indirect, special or consequential loss, damage, costs, expenses or other claims
which arise out of or in connection with the provision of the Services and the
entire liability of UK Rendel Business in connection with the Agreement shall not exceed the
amount of UK Rendel Business’s annual charges for the provision of the Services.

UK Rendel Business 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 failure to
perform, any of  UK Rendel Business’s obligations in relation to the Services if the
delay or failure was due to any cause beyond UK Rendel Business’s reasonable control.

The Client shall retain full responsibility to assess the
suitability and creditworthiness of any new customers.

Termination

Either party may terminate the Contract at any time by giving
not less that the written notice period, as specified in the agreement, to the
other party.

Either party may (without limiting any other remedy) at any
time terminate the Agreement by giving written notice to the other Party if the
other Party commits any breach of the Agreement or these Terms and Conditions
and (if capable of remedy) fails to remedy the breach within 30 days after being
required by written notice to do so, or if the other Party goes into
liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors
or has a receiver or administrator appointed.

Data Protection

Both parties acknowledge the provisions of the Data Protection
Act 1998 and the Principles and confirm to each other that they shall comply
with the terms of this act and with the Principles in relation to the Services.

The Client consents to UK Rendel Business passing any personal data that
it holds in relation to the Client to any third party solely for the purpose of
providing the Services.

Assignment

The Agreement is personal to the Client, who shall not assign,
novate, sub-contract or otherwise dispose of any of its rights and/or
obligations under this Agreement without UK Rendel Business’s previous written consent.

UK Rendel Business shall be entitled to assign, novate, sub-contract or
otherwise dispose of all its rights and/or obligations under the Agreement and
these Terms and Conditions.

General

A notice required or permitted to be given by either party to
the other under the Agreement and these Terms and Conditions shall be in writing
addressed to the other party at its registered office or principal place of
business or such other address as may have been notified to either party.

If, due to strikes, industrial action short of a strike, war,
accidents, fire, flood, natural catastrophes or other obstacles over which
neither party has any control (an event of force majeure), either party fails to
perform any of its obligations under this Agreement, neither party shall be held
responsible for any loss or damage which may be incurred as a result of such
failure.  Should the event of force majeure continue for longer than six
weeks, either party shall have the option of terminating the Agreement
immediately without further liability other than such liabilities as have
already accrued when the Agreement ends.

If any provision of the Agreement or these Terms and
Conditions is held by any court or other competent authority to be invalid or
unenforceable in whole or in part, this shall not affect the validity of the
rest of the Agreement and the Terms and Conditions.

English law shall apply to the Agreement and these Terms and
Conditions, and the parties agree to submit to the non-exclusive jurisdiction of
the English courts.


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