1.1. Common terminlogy used throughout these Terms and Conditions are defined as:
“the Agreement” – the agreement made on these Terms and Conditions between the Company and the Client in respect of the Quotation
“the Client” – the person, firm or company which places and order with the Company
“the Company” – Remote Access International Ltd
“the Quotation” – the quotation by the Company to the Client, including the Specification of Services
“the Services” – the servics and/or materials to be provided by the Company to the Client, according to the Specification contained in the Quotation
“the Specification” – the detailed descriptions of the Services set out in the Company’s Quotations to the Client
“the Goods” – the goods to be prepared by the Company for the Client according to the Specification contained in the Quotation
“Terms and Conditions” – these terms and conditions as amended from time to time by the Company
“Data” – shall include all material produced under the Agreement including (without limitation) all reports, Specifications, training manuals, course notes, drawings, bills of material, technical memoranda, schedules of equipment, technical information, computer output, model mock-ups and software.
“Fax message” from the authorised company representativ that is confirmed and logged by a Company employee.
Data shall be either “foreground” and “background”.
“Foreground Data” – shall mean Data which has been generated specifically for the purpose of the Contract.
“Background Data” – shall mean Data provided by the Company for the Agreement which was in existence prior to the commencement of the Agreement, or which was not generated by the Company specifically for the purposes of the Agreement.
1.2. Headings contained in these Terms and Conditions are for the purpose of information and identification only and shall not be construed as forming part of these Terms and Conditions.
2. ENTIRE AGREEMENT/VARIATIONS
2.1. These Terms and Conditions supersede all previous terms and conditions of business of the company and shall apply to all business arrangements and agreements between the Company and the Client.
2.2. No variation or modification of these Terms and Conditions or the Quotation shall be effective unless expressly agreed by the Company in writing. The Company shall not be deemed whether by silence or omission to have accepted any other terms or conditions not to have waived amended or modified any of these Terms and Conditions. If the Company accepts any variations or modifications proposed by the Client it shall be entitled to revise these Terms and Conditions and/or the Quotation in respect of any other matter including (but without limitation) its price and any timescale given.
3.1. A Quotation issued by the Company shall be valid for sixty days from the date thereof (“the Quotation Period”). If the Client places an order on the Quotation after the Quotation Period the Company shall be entitled to revise the Quotation in respect of any matter including (but without limitation) its price and any timescale given.
3.2. Any order placed on the Company’s Quotation must be made in writing either by letter or Fax message. No order will be valid unless this confirmation is received against the Company’s quotation.
3.3. The Client acknowledges it has examined the Quotation subject to the Terms and Conditions and is satisfied as to the correctness and sufficiency of the Quotation for the particular purpose intended.
3.4. Unless advised otherwise in the quotation the course fee will not be reduced in the event that delegates withdraw from the program. In addition the following cancellation terms will apply:
<60 days : 20% cancellation fee
<30 days : 50% cancellation fee
<14 days : No entitlement for refund/s
(Fee is the agreed total price for the event, program and/or consultation fee multiplied by the relevant percentage)
<The first delivery day of the event, program and/or consultation will determine the baseline for these cancellation periods)
3.5. Orders that have been accepted by the Company shall not be subject to cancellation or variation either wholly or in part without the Company’s written consent and only on terms that the Company shall be indemnified by the Client against all costs incurred up to the date of cancellation.
4. PRICES AND EXTRA COSTS
4.1. Costs incurred by the Company as a result of additional instructions, or by errors or omissions in the Client’s instructions or as a result of the Client requiring extra services in addition to the Services or extra goods in addition to the Goods shall be borne by the Client.
4.2. The prices and rates stipulated by the Company are exclusive of Value Added Tax which shall be paid by the Client to the Company at the rate for the time being and from time to time properly changeable in respect of the Services and/or Goods.
5. TERMS OF PAYMENT
5.1. All invoices rendered by the Company to the Client shall be paid in full, in sterling, within 30 days of the commencement of the course. The Company shall be entitled from time to time to issue interim invoices in respect of parts of Services and/or the Goods.
5.2. If payment in full is not received by the Company by the due date, the Company shall be entitled to take all or any of the following actions.
5.2.1. charge interest at a rate of 4% per annum above the base lending rate of the HSBC Bank until the amount due is actually received;
5.2.2. suspend the performance of the Services and/or without delivery of the Goods;
5.2.3. demand advance payment of a proportion or of the whole of any further sums payable by the Client in respect of the Services and/or the Goods;
5.2.4. without prejudice to its statutory rights of action terminate agreement forthwith.
5.3. The Company shall not be deemed to have waived any of the rights contained in this condition unless such waiver has been given in writing.
6. TIME FOR PERFORMANCE
6.1. The Company will use reasonable commercial endeavours to perform the Services and/or deliver the Goods in accordance with any time stated in the Quotation but time of performance shall not be of the essence of the Agreement.
6.2. Any periods of time for performance or delivery referred to in the Quotation are estimates only and time shall run from the receipt by the Company of all information, specifications, drawings and approvals that is shall require to enable it to proceed to perform the Services and/or deliver the Goods provided always that the Company shall not liable for any loss or damage (consequential or otherwise) suffered or incurred by the Client as a result of the Company’s failure to perform all or any part of the Services and/or deliver the Goods within such period.
7. MATERIALS AND INFORMATION SUPPLIED BY THE CLIENT
7.1. The Client or its agents shall supply the Company, free of charge, with all materials and information, including but not limited to data, reports, publications, drawings, designs, illustrations, sketches, photographs and computer software (together referred to as the “Materials”) necessary for the Company to perform the Services and/or deliver the Goods. In the event that the Client has not supplied such Materials within a reasonable time of the Company requesting them the Company shall be entitled to revise these Terms and Conditions and/or the Quotation including (but without limitation) the price and any timescale given.
7.2. The Client shall indemnify and keep indemnified the Company against any liability, claims, costs, losses, damages, expenses or other sums incurred or paid by reason or any infringement or alledged infringement of a third party’s copyright, trademark, servicemark, design right, patent or any other intellectual property right arising from the Company’s use and reproduction of the Materials supplied by the Client.
7.3. Any Materials or other property supplied to the Company by the Client or its agents shall be supplied at the Client’s risk and the Client shall make appropriate arrangements at its own expenses to protect itself from such risk.
7.4. The Client shall indemnify and keep indemnified the Company against any liability, claims costs, losses, damages, expenses or other sums incurred or paid due to any error or inaccuracy contained in any Materials supplied by the Client or its agent.
8.1. The Company warrants Goods of the Company’s manufacture (excluding software) supplied under this Agreement against defects which arise solely from faulty design, materials or workmanship for a period of 12 months from the date of delivery as defined in this Agreement.
8.1.1. The Company shall repair or replace the defective Goods at its sole discretion.
8.1.2. Should the Company determine that the Goods are not defective within the terms of this warranty, the Client shall pay all additional costs incurred by the Company.
8.2. In respect of Goods and/or Software not of the Company’s manufacture the Client is entitled to such benefits as the Company may receive under any warranty given to the Company in respect thereof but not so as to impose upon the Company a liability greater than that imposed upon the Company by the preceding provisions of this clause.
8.3. The Company’s obligation shall not extend to failure caused by normal wear and tear, failure of consumables, accidents, misuse, neglect by the Client or repairs or modification of the Goods which have been made without the written approval of the Company.
8.4. The Company’s obligation is subject to the Company being given by the Client of any defect within seven (7) days of its appearance and reasonable opportunity to investigate the problem and rectify it.
8.5. The Company warrants software of its manufactur supplied under this Agreement against defects in accordance with the terms of the Company’s Software Licence Agreement issue.
8.6. Notwithstanding the provision of Services including training the Client agrees to waive any claim against the Company and/or the Company’s employees which might arise directly or indirectly from the provision of such Services including training.
9.1. The Client acknowledges and confirms that it has not relied on any representation, arrangement, understanding or agreement (whether written or oral) not expressly set out or referred to in these Terms and Conditions or the Quotation.
9.2. The Client accepts that these Terms and Conditions shall govern relations between the Client and the Company to the exclusion of any other terms including without limitations any conditions or warranties written or oral express or implied (whether by statute or common law or otherwise including conditions of fitness for purpose and satisfactory quality) and even if contained in any of the Client’s documents which purports to provide that the Client’s own terms shall prevail.
9.3. Subject to clause 7.4. above and the normal rule on remoteness of damage the Company shall be liable for:
9.3.1. death or personal injury resulting directly from the negligence of the Company or its employees or agents;
9.3.2. damage to the property of the Client or any Third Party resulting from the negligence of the Company or its employees or agents.
9.4. The Company its employees or agents shall not in any circumstances whatsoever be liable to the Client for:-
9.4.1. any loss arising under or as a result of the Agreement save as provided in sub-conditions 9.1. and 9.2. above; or
9.4.2. any loss or profit, loss or revenue, loss of use, loss of contract or loss of goodwill; or
9.4.3. any indirect or consequential loss; or
9.4.4. any loss resulting from loss or corruption of or damage to any data stored electronically and/or computer software; or
9.4.5. any loss resulting from the liablity of the Client to any other person howsoever and whensoever arising, save as provided in sub-condition 9.3.1.
9.5. The Client shall indemnify the Company against injury or death to the employees of the Company or any third party and loss of damage to the property of the Company or any third party caused by the act, default or negligence of the Client, its agents, employees or representatives.
10. COPYRIGHT IN GOODS PRODUCED BY THE COMPANY
10.1. The Client acknowledges that the copyright arising in any Goods produced for the Client shall vest in the Company.
10.2. The Client acknowledges that all copyright and other rights in any pre-existing documents or materials supplied or know-how disclosed to the Client by the Company are and shall remain the sole and exclusive property of the Company.
11. OWNERSHIP OF DATA
The property, copyright and Intellectual Property Rights in all Data vests and remains vested in the Company.
The Client shall, upon written authority from the Company without payment, be entitled to an irrevocable, non-exclusive licence to use and copy (soley for its own internal purposes) the Foreground Data provided by the Company specifically for the Agreement.
The Client undertakes at all times to keep confidential the Background Data and not to use, copy or disclose the same for any purpose whatsoever.
12. ASSIGNMENT AND SUB-CONTRACTING
12.1. Neither Party shall assign its obligations under these Terms and Conditions without the prior written consent of the other Party, which shall not be unreasonably withheld.
12.2. The Company shall be permitted to sub-contract its obligations hereunder or any part thereof or make any sub-contracts with any person or persons for the provision of any part of the Services.
13. FORCE MAJEURE
If the Company shall be unable to carry out any of its obligations hereunder by reason of Force Majeure which shall include (but without limitation), Act of God, strike, lock out or other industrial disturbance, war, armed conflict, terrorist act, revolution, sabotage, act of vandalism, lightening, fire, storm, flood, earthquake, lack of water arising from weather, government restraint, Act of Parliament, other legislation, bye law, government directive, or any event or circumstance which is beyond the reasonable control of the Company, its’ obligation hereunder shall remain in effect but shall be suspended without liability for a period equal to that of the Force Majeure or event or circumstance subsist for a continuing period of 6 months either party shall have the right to terminate the Agreement in accordance with Clause 14.
14.1. The Agreement may be terminated forthwith by the Company if the Client shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal for any composition scheme or arrangement with (or assignment for the benefit of its creditors or if the Client shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Client or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Client or for the making of any administrative order (otherwise than for the purpose of an amalgmation or reconstruction).
14.2. The Agreement may be terminated by either party should the other party commit a fundamental breach of the terms of this Agreement, or a Force Majeure circumstance has exited for continuous period of 6 months which prevents effective performance of the terms of the Agreement.
14.3. Upon termination of the Agreement under clauses 14.1. and 14.2. the Client shall immediately pay to the Company all costs, charges and expenses properly incurred in the performance of the work by the Company up to the date of such termination and upon receipt of such payment the Company shall deliver to the Client all work either completed or partially completed under the terms of the Agreement.
14.4. Any termination of the Agreement pursuant to this condition shall be without prejudice to any other rights or remedies the Company is entitled to hereunder and shall not affect any accrued rights or liabilities of the Company nor the coming into or continuance in force of any provision hereof which expressly or by implication intended to come into or continue in force on or after such termination.
14.5. The right and remedies provided by these Terms and Conditions to the Client are exclusive and not cumulative and exclude and are in place of all substantive (but not procedual) rights or remedies express or implied and provided by common law or statute including any rights that the Client may possess in court which shall include actions brought in negligence and/or nuisance.
15. INVALIDITY AND SEVERABILITY
If any provision of these Terms and Conditions shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other Terms and Conditions which shall remain in full force and effect. The Parties hereby agree to substitute for any invalid or unenforceable provision a valid and enforceable provision that achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
These Terms and Conditions shall be governed by and construed in accordance with English law and the Parties hereto agree to submit to the non-exclusive jurisdiction of the English courts.
Any notice, request, instruction or other document to be given hereunder shall be delivered or sent by first class post to the registered address of the other Party (or such other address as may be notified from time to time) and any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery and (if sent by post) upon the expiration of 48 hours after posting.
Authorised to sign for and on behalf of the Client:
Name in Capitals
Rig Systems Ltd
Authorised to sign and on behalf of the Contractor:
Name in Capitals