The following standard terms and conditions cover how GWE Business West Ltd trading as Business West provide services to you.
1 Contract terms
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.
In these terms and conditions:
2.1 "we" and "us" means GWE Business West Limited trading as 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.
3.1 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 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.
3.3 We are committed to promoting equality of opportunity for all service users. We oppose all forms of unlawful and unfair discrimination and recognise our responsibilities under The Equalities Act 2010.
3.4 We will conduct all of our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate. We will uphold all laws countering bribery and corruption wherever we operate and recognise our responsibilities under The Bribery Act 2010.
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 wil
6.1.1 provide the Service with reasonable skill and care;
6.1.2 keep confidential any confidential information that you provide to us;
6.2 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.
6.3 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
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.
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 Data Protection
10.1 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.
10.2 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:
10.2.1 you breach any term of this contract; or
10.2.2 any fee or charge remains unpaid by you for more than 7 days after the date of the invoice.
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.
10.3 We are obliged to inform you of a statutory right to cancel your contract (retainer) with us. This right applies if you are a consumer and you made the contract without meeting us at our offices.
10.3.1 You can cancel this contract without giving any reason.
10.3.2 The time limit for such cancellation expires after 14 days from the making of this contract.
10.3.3 To cancel, you must inform us of your decision by a clear statement (such as a letter or e-mail). You may use the cancellation form below, but you do not have to use it.
10.3.4 If you cancel, where you have made a payment to us in advance, we will refund such payment to you promptly, less any charges and expenses due to us as a result of your requesting us to start the service without delay.
10.3.5 However, if you have confirmed to us your request to us to start the Service without delay, you accept that if you cancel this contract you will have to pay for work done and expenses incurred up to the date that you cancel. You will lose the right to cancel if we have started the Service at your request and have fully performed the Service by the time you cancel.
You are encouraged to print and retain a copy of these terms or save them on your computer for future reference.
You may use the following form to exercise your right to cancel, where applicable. Please complete the cancellation form:
I/we give notice that I cancel my/our contract (retainer) for the supply of the service:……
Name of consumer(s):……
Address of consumer(s)……
Signature of consumer(s) ……
And send the form to:
GWE Business West Ltd
Leigh Court Business Centre
11.1 We accept liability for faults in the Service and for our own negligence. This, however, is limited to the extent stated in this clause.
11.2 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.
11.3 Our liability to you under this contract in respect of any one event or series of connected events shall not exceed £100,000.
11.4 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.
11.5 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.
11.6 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.
11.7 We do not have any implied obligation, duty or liability in contract or tort (including negligence) other than those explicitly stated in this contract.
12 Unforeseen Events
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.
13.1 Neither you nor we are entitled to transfer or assign this contract without the other's prior written consent.
13.2 A person who is not a party to this contract shall not have any rights under or in connection with it.
13.3 Nothing in this contract creates any partnership or joint venture, nor any relationship of employment, between you and us. Nothing in the contract creates any agency betwenn you or us.
13.4 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.
13.5 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.
13.6 This contract excludes and/or supersedes any previous statements or agreements between us whether written or oral relating to the provision of the Service.
13.7 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.
13.8 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.