H & R TECHNOLOGY SERVICES

1. Interpretation

1.1 In these Conditions:

"Client" means the person named on the Order Form for whom the Supplier has agreed to provide the Specified Service in accordance with these Conditions

"Contract" means the contract for the provision of the Specified Service

"Document" includes, in addition to a document in writing any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device embodying any other data

"Input Material" means any Documents or other materials, and any data or other information provided by the Client relating to the Specified Service

"Order Form" means the order form, joining form or request form or any other form of request whereby the Client has requested the provision of the Specified Service by the Supplier and includes information provided verbally by the telephone.

"Confirmation" means the letter sent out to each client confirming the Specified Service as per the Order Form and includes a copy of these Conditions of Supply of Service

"Specified Service" means the service to be provided by the Supplier for the Client and referred to in the Order Form.

"Supplier" means

• H & R Technology Services

  "Supplier's Standard Charges" means the charges shown in the Supplier's brochure or other published literature relating to the Specified Service from time to time

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

 

2. Supply of the Specified Service

2.1. The Supplier shall provide the Specified Service to the Client subject to these Conditions and any other conditions which may be referred to in the Order Form or any brochure or other published literature relating to the Specified Service from time to time.

2.2. The Supplier shall send out a Confirmation to the client promptly on receipt of the Order Form. The Client must immediately advise the Supplier if the Specified Service is incorrect or if any terms of the Conditions of Supply of Services are not acceptable.

2.3. The Client shall at its own expense supply the Supplier with all necessary Documents or other materials, and all necessary data or other information relating to the Specified Service, within sufficient time to enable the Supplier to provide the Specified Service in accordance with the Contract. The Client shall ensure the accuracy of all Input Material.

2.4. The Client shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. The Supplier shall have no liability for any such loss or damage, however caused. All Output Material shall be at the sole risk of the Client from the time of delivery to or to the order of the Client.

2.5. The Specified Service shall be provided in accordance with the Order Form and otherwise in accordance with the Supplier's current brochure or other published literature relating to the Specified Service from time to time, subject to these Conditions.

2.6. Further details about the Specified Service, and advice or recommendations about its provision or utilisation, which are not given in the Supplier's brochure or other promotional literature, may be made available on written request.

2.7. The Supplier may correct any typographical or other errors or omissions in any brochure, promotional literature, quotations or other document relating to the provision of the Specified Service without any liability to the Client.

2.8. The Supplier may at any time without notifying the Client make any changes to the Specified Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.

 

3.Charges

3.1. Subject to any special terms agreed, the Client shall pay the Supplier's Standard Charges and any additional sums which are agreed between the Supplier and the Client for the provision of the Specified Service or which, in the Supplier's sole discretion, are required as a result of the Client's instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client.

3.2. The Supplier shall be entitled to vary the Supplier's Standard Charges from time to time by giving not less than one months' written notice to the Client.

3.3. All charges quoted to the Client for the provision of the Specified Service are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time except for cases where the VAT inclusive price is specifically mentioned.

3.4. The Supplier shall be entitled to invoice the Client either monthly, or annually (or such other period as agreed in writing with the Client) in advance of the month or year (or other period) in which Specified Service is provided, or at other times agreed with the Client.

3.5. The Supplier's Standard Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) within seven days of the Supplier's invoice.

3.6. If payment is not made on the due date, the Supplier shall be entitled, without limiting any other rights it may have

 3.6.1. To charge interest on the outstanding amount (both before and after any judgement) at the rate of 4% above the base rate from time to time of Lloyds Bank plc from the due date until the outstanding amount is paid in full and

 3.6.2. To suspend the Specified Service until payment plus any interest or other charges is received in full in cleared funds

 

 

4. Rights in Input Material and Output Material

4.1. The property and any copyright or other intellectual property rights in:

 

4.1.1. Any Input Material shall belong to the Client

 

4.1.2. Any Output Material shall, unless otherwise agreed in writing between the Client and the Supplier, belong to the Supplier or Third Parties', subject only to the right of the Client to use the Output Material for the purposes of utilising the Specified Service. The Client must respect the Third Party copyright in software or other material provided by the Supplier to the Client and refer to the terms provided with the software or other material by the copyright owners

 

4.2. Any Input Material or other information provided by the Client which is so designated by the Client and any Output Material shall be kept confidential by the Supplier, and all Output Material or other information provided by the Supplier which is so designated by the Supplier shall be kept confidential by the Client but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party

4.3. The Client warrants that any Input Material and its use by the Supplier for the purpose of providing the Specified Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Supplier against any loss, damages, costs, expenses or other claims arising from any such infringement.

 4.4. Subject to paragraph 4.3, the Supplier warrants that any Output Material and its use by the Client for the purposes of utilising the Specified Service will not infringe the copyright or other rights of any third party, and the Supplier shall indemnify the Client against any loss, damages, costs, expenses or other claims arising from any such infringement.

 

5. Warranties and Liability

 

5.1. The Supplier warrants to the Client that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the specifications and at the intervals and within the times referred to in the Order Form. Where the Supplier supplies in connection with the provision of the Specified Service any goods (including Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.

 5.2. The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.

 5.3. Except in respect of death or personal injury caused by the Supplier's negligence, or as expressly provided in these Conditions, the Supplier shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or its use by the Client, or the termination of the Contact by the Supplier in accordance with Clause 6 of the Conditions and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier's charges for the provision of the Specified Service, except as expressly provided in these conditions.

5.4. The Supplier shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier's obligations in relation to the Specified Service, if the delay or failure was due to any cause beyond the Supplier's reasonable control.

 

6. Termination

 

6.1. The Client shall be entitled to terminate the Contract at any time by giving one months' written notice to the Supplier if payment is made monthly, or one months written notice 30 days prior to the renewal date to the Supplier if the payment is made annually, or such other period of notice equating to the period over which payment is made to the Supplier by the Client.

 

6.2. Either party may terminate the Contract (without limiting any other remedy) by giving written notice to the other if the other commits any breach of these 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 goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.

 6.3. The Supplier shall further be entitled to terminate the Contract immediately and without notice to the Client if in the Supplier's opinion the Client has misused or made improper or inappropriate use of the Specified Service, or the Client's use (or mis-use) of the Specified Service is such that the Supplier's ability to provide service to other Clients is impaired in any way whatsoever.

6.4. In the event that the Supplier terminates the Contract the Supplier shall not be obliged to refund any monies to the Client and shall have no liability to the client resulting from the termination as specified in Clause 5.3 of the Conditions.

 

7. General

7.1. These Conditions (together with the terms, if any, set out in the Order Form and any brochures or published literature relating to the Specified Service) constitute the entire agreement between the parties, supersede any pervious agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

 7.2. Any notice required or permitted to be given by either party to the other under these 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 at the relevant time have been notified pursuant to this provision to the party giving the notice, or as it may appear upon the order form.

7.3. No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

7.4. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be effected.

7.5. English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.

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