Terms & Conditions

1 Contract terms

1.1 We agree to provide services to you on the following terms and conditions. These constitute a contract between you and us.  Where services we provide are subject to other contractual terms and conditions these must be read together.  Any other terms and conditions contained in any document provided by you or a third party are excluded unless we expressly agree their inclusion in writing.

 

2 In these terms and conditions

2.1 "we" and "us" means “insert name”, Business West (registered in England No. 06399340, registered address, Leigh Court Business Centre, Abbots Leigh, Bristol, BS8 3RA. VAT No.125-4460-33); and

2.2  The "Service" means the service that you have ordered from us, as set out in the service description or other agreed document.  Additional work may result in further charges.

 

3  Service

3.1 Where we quote a charge for the Service to you, that charge shall remain open for acceptance by you within the following 30 days

3.2 When you order the Service from us you have the right to withdraw your instructions, without charge, at any time within seven working days afterwards.  This right will cease, however, if we start work with your consent within that time.

3.3 We will aim to provide the Service in accordance with any dates agreed with you.  However, any dates quoted for the provision or start, and/or completion of the Service are approximate only and we shall not be liable for any delay in relation to the same howsoever caused.

 

4 Payment

4.1 You must pay the charges that are notified to you by us for the Service.

4.2 Payment for all charges must be paid within 30 days of the date of the invoice.  In the event of late payment we reserve the right to charge Statutory Interest on the outstanding balance.

4.3 All charges for the Service are exclusive of any applicable value added or other tax, which will be added to our invoices sent to you.

 

5 Your obligations 

5.1 You agree that you will:

5.1.1 co-operate fully with us in relation to the provision of the Service (and ensure that your employees do likewise); and

5.1.2 promptly give us such information and documents as we may reasonably request for the proper and efficient provision of the Service.

 

6 Our obligations

6.1 We agree that we will:

6.1.1 provide the Service with reasonable skill and care;

6.1.2 keep confidential any confidential information that you provide to us;

6.1.3 provide adequate security in accordance with the Data Protection Act 1998 for any data that you provide to us; and

6.1.4 only process your personal and/or business data in order to provide our services to you (see the Privacy Policy for further details); and

6.1.5 act only in accordance with your instructions in relation to any data that you provide to us.

6.1.6 If a conflict of interest arises between matters of interest to you and those of another client, we will discuss the issue in order to find a way forward.

6.1.7 We reserve the right not to process any idea, but the reason for any such rejection shall be given and any relevant fees paid refunded.

 

7 Shadow director

7.1  The existence of a contract between a company and us shall not, of itself, imply that we or any of our employees are executive, non executive or "shadow" directors of the company.

 

8 Complaints

8.1 We continually strive to provide you with a high standard of service and welcome feedback regarding all aspects of our services.  If you are dissatisfied with any aspect of our service please contact Phil Smith, Managing Director, Leigh Court Business Centre, Abbots Leigh, Bristol BS8 3RA. Your complaint will be answered within 10 working days.  If it is a more complex matter, you should expect an acknowledgement within 5 working days and a full answer within 15 working days.

 

9 Business advice

9.1  We provide general business advice only.  Where we cannot or it is not appropriate for us to assist further, we will recommend that you obtain appropriate professional advice if the matters in which we are concerned involve such issues.

9.2 Our advice is solely for your confidential use.  It is based on information provided by you.  The advice should not be relied upon by any other person or third party for any other reason whatsoever

 

10 E-mail policy

10.1 We routinely communicate via e-mail unless we have been specifically requested not to do so or it is clearly inappropriate.  Our computer systems are regularly virus checked.  Whilst we use all reasonable efforts to prevent the transmission to you of known viruses, you should also check all incoming electronic messages for viruses and use virus protection software to monitor your files, electronic messages and their attachments.

 

11 Termination

11.1 We can terminate this contract if you are the subject of a bankruptcy order (or the equivalent in any other jurisdiction) or if you become insolvent or make any arrangement or composition with, or an assignment for the benefit of, your creditors or if any of your assets are the subject of any form of seizure.  If you are a company, we can terminate this contract forthwith if you go into liquidation, either voluntary or compulsory, or if a receiver or administrative receiver or administrator is appointed.

11.2 In addition to our termination rights set out earlier, we may, at any time and at our sole option, either suspend the Service under this contract or terminate this contract immediately if:

11.2.1 you breach any term of this contract; or

11.2.2 any fee or charge remains unpaid by you for more than 7 days after the date of the invoice.

11.2.3 Any waiver by us of any breach by you of this contract will not prevent us from taking action against you if you are in breach of contract again at a later date.

 

12 Liability

12.1 We accept liability for faults in the Service and for our own negligence.  This, however, is limited to the extent stated in this clause.

12.2 Nothing in this Agreement shall be construed as restricting or excluding our liability for death or personal injury resulting from our negligence or for fraud or, to the extent that such rights may not be contracted out of, as affecting the statutory rights of any person dealing as a consumer.

12.3 Our liability to you under this contract in respect of any one event or series of connected events shall not exceed £100,000.

12.4 Subject to the immediately preceding sub-clause, we shall be liable to you in respect of all direct loss or damage caused by our acts or omissions and those of our employees, agents or sub-contractors, other than Excluded Loss.  In this clause the expression "Excluded Loss" means all special loss (whether or not the possibility of such loss arising on a particular breach of contract or duty has been brought to our attention at the time of making this contract) and loss, corruption or destruction of data or loss of profits, business or anticipated savings, whether incurred directly or indirectly, or any indirect or consequential damage whatever, either in contract, tort (including negligence) or otherwise.

12.5 For the avoidance of doubt, in no event shall either party be liable to the other for any indirect or consequential loss of any nature and howsoever caused.

12.6 No liability is deemed to be owed or accepted by us to any other person in respect of business advice provided to you.  In addition, no liability is accepted for any loss, damage or expense, of any nature whatsoever, which is caused by the  reliance upon such advice by any other person or third party.

12.7 We do not have any implied obligation, duty or liability in contract or tort (including negligence) other than those explicitly stated in this contract.

 

13 Unforeseen Events

13.1 Neither you nor we are liable for any breach of this contract caused by matters beyond your or our reasonable control, including, but not limited to, Acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving our employees), failures or interruptions of electricity supplies, weather of exceptional severity or acts of local or central Government or other authorities.

14 General

14.1 Neither you nor we are entitled to transfer or assign this contract without the other's prior written consent.

14.2 Any notice required or permitted to be given by either party to the other under this contract shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice.

14.3 If any provision of this contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this contract and the remainder of the provision in question shall be unaffected.

14.4 This contract excludes and/or supersedes any previous statements or agreements between us whether written or oral relating to the provision of the Service.

14.5 If any dispute arises out of this Contract the parties will attempt in good faith to negotiate a settlement.  If the matter is not resolved by negotiation, the parties will (unless the dispute relates only to non-payment of our charges by you) refer it to mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure.  If the parties fail to agree terms of settlement within 42 days of the start of the first meeting held under such procedure, the dispute may be referred to litigation by either party.

14.6 This contract shall be governed by the laws of England and we both agree to submit to the non-exclusive jurisdiction of the English Courts.