Profesional Services Terms & conditions
Professional Services are provided to you by U-WFM part of U-Source Limited, Electric Works,3 Concourse Way, Sheffield Digital Campus, Sheffield, S1 2BJ, ENGLAND (Referred to as U-WFM for the purposes of this agreement).
‘The Customer’ means the customer of the Company. ‘The Contract’ means any contract for the sale of Services by the Company to the Customer. ‘The Services’ means any labour or manpower providing, consultancy, installation, training, project management and other expert knowledge.
a. Existence of Contract
- The Customer’s offer to purchase the Services quoted shall remain irrevocable for a period of 21 days from the date hereof.
- The Company shall be deemed to accept the terms and conditions hereof unless it notifies the Customer in writing within the said period of 21 days.
- These conditions shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by the Customer.
b. Prices and Payment
- Prices quoted are the prices in force on the date hereof.
- The Company shall have the right to adjust the prices if it can show reasonable cause that there has been an increase in costs (including but not limited to increase in the price of materials, parts, labour, transport, changes in work or delivery schedules or quantities, rate of exchange and duties) after the date of the contract.
- The Company may invoice the Customer in advance or at any time after supply of the Services. Payment is to be made in all cases in full without deduction or set off or withholding of any kind within 30 days of the date of the invoice. The Company reserves the right to charge daily interest on any outstanding amounts until payment is received in full at a rate equal to 2 per cent per annum above the base rate of Barclays Bank plc as current from time to time whether before or after judgment until the date payment is received, thereof and reimburse to the company all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
- In the event that the Customer fails to make any payment for any work by the due date then without prejudice to any of the Company’s other remedies or rights, the Company shall be entitled to suspend any further deliveries or Services without liability.
- All charges are exclusive of value added tax and any other applicable taxes which may from time to time be levied.
- Where the Company’s personnel provide Services at the Company’s Premises, travel time and expenses to and from the Premises and the cost of any overnight accommodation will be deemed to be included in the Charges.
- Where the Company’s personnel travel to locations other than the Company’s Premises to provide Services, travelling time will be charged to the Customer at the Company’s prevailing standard rates. On such journeys, the cost of air travel, rail travel and/or car mileage allowance calculated at the Company’s standard rates will be charged to the Customer as an additional expense.
- Where the Company’s personnel travel to locations other than the Company’s Premises to provide Services, the cost of bed, breakfast and evening meal and any incidental expenses (including, if outside the UK, travel and medical insurance) plus the cost of the Company’s standard staff disturbance allowance will be charged to the Customer as an additional expense. In no circumstances shall the Customer be entitled to make any deduction or withhold payment for any reason at all.
- Additional installation, training, consultancy and project management services were not included in the Contract but required by the Customer, will be carried out by the Company and invoiced separately.
- The Customer (at its own expense) shall be responsible for all proper accommodation, and facilities including but not limited to suitable environmental conditions a correct and consistent supply of power and all connecting services as required or recommended by the Company for the operation of the Goods
- The Company shall not be liable for any penalty loss injury damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract.
e. Scope of Contract
Under no circumstances shall the Company have any liability of whatever kind for:
- any defects resulting from wear and tear accident improper use by the Customer or use by the Customer otherwise than in accordance with the instructions or advice of the Company or the manufacturer of any goods or neglect or from any instructions or materials provided by the Customer; any descriptions, illustrations, figures as to performance, drawings and particulars of weights and dimensions submitted by the Company contained in the Company’s catalogs, price lists or elsewhere since they are merely intended to represent a general idea of the Service and not form part of the Contract or be treated as representations;
- any technical information recommendations statements or advice furnished by the Company, its servants or agents not given in writing in response to a specific written request from the Customer before the Contract is made.
f. Extent of Liability
- The Company shall have no liability to the Customer (other than liability for death or personal injury resulting from the Company’s negligence) for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of the Company in any other way out of or in connection with the performance or purported performance of or failure perform the contract except in accordance with this condition.
- No claim against the Company shall be entertained for any defect arising from any design or specification provided or made by the Customer or if any adjustments alterations or other work has been done to the system by any person other than the Company.
- In no circumstances shall the liability of the Company to the Customer under this condition exceed the invoice value of the Services.
- The Company may sub-contract the performance of the Contract in whole or in part.
- The Contract shall not be assignable by the Customer without the express written consent of the Company.
- The Company may at its discretion suspend or terminate the supply of any Services if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other agreement with the Company or becomes insolvent, has a receiver appointed of its business or is compulsorily or voluntarily wound up or the Company bona fide believes that any of those events may occur, and in case of termination shall be entitled to forfeit any deposit paid.
- All tools, patterns, materials, drawings, specifications and other data provided by the Company shall remain its property and all technical information, patentable or not patentable, copyright and registered designs arising from the execution of any orders shall become the property of the Company.
- The Contract and its subject matter are confidential and shall not be disclosed or used for any unauthorised purpose.
- The complimentary support runs for a continuous time period, the date of which is determined by the Company but typically starts the date of User Acceptance Testing or Engineering Handover to the Customer, whichever is the earliest.
- If the Customer cancels this contract, the Customer’s liability for damages will be as follows: Notice of Cancellation Received More than 10 days prior to The Service Delivery 25% or amount of work completed whichever is the greatest of Order value. Cancellations 0-10 days prior to The Service Delivery is 100% of Order value.
i. Force Majeure
- The Company shall not be liable for any failure in the performance of any of its obligations under the Contract caused by factors outside its control.
j. Law and Construction
- The Contract shall be governed by English law and the Customer consents to the exclusive jurisdiction of the English Courts in all matters regarding the Contract except to the extent that the Company invokes the jurisdiction of the Courts of any other country.
- The heading of conditions are for convenience of reference only and shall not affect their interpretation.
- Any notice to be given under the Contract shall be in writing and telexed sent by facsimile transmission or forwarded by first class prepaid letter post to the receiving part at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the telex or facsimile transmission or on the day following that on which the notice was posted.