INTERNET SERVICES PROVIDER
STANDARD TERMS AND CONDITIONS
The
following terms and conditions apply to the provision of services to you
by MCCNET.NET LTD. Once MCCNET.NET LTD has accepted your order by
sending you a written confirmation or by commencing the provision of the
Service (as defined below):
1.
MCCNET.NET LTD shall use reasonable
endeavours
to provide the service to you specified in your order ("the Service").
You acknowledge and agree that MCCNET.NET LTD does not guarantee the
provision of the Service on an uninterrupted basis but that MCCNET.NET
LTD shall use reasonable endeavours to meet the service levels, if any,
which may have been specified to you. In the event that no Service
Levels are specified, MCCNET.NET LTD shall provide the relevant Service
with reasonable care and skill. You further acknowledge and agree that
MCCNET.NET LTD is currently revising its Service Levels and that you
accept such revised Service Levels from time to time.
2.
If MCCNET.NET LTD applies for the registration of a domain name on your
behalf as part of the Service you warrant, represent and undertake as
follows:
(a) that you have the right to use the name which will form the prefix
of the domain name; and
(b) by requesting MCCNET.NET LTD to apply to register the domain name
you agree to comply with the relevant registration authority’s terms and
conditions as specified from time to time and indemnify and keep
MCCNET.NET LTD and its directors fully and effectively indemnified at
all times against all costs, claims, liabilities, losses, damages,
actions and expenses (including without limitation, legal expenses)
arising directly or indirectly from the registration and/or breach by
you of this clause 2 including, without limitation, the relevant
registration authority’s terms and conditions.
3.
MCCNET.NET LTD shall use reasonable endeavours during Office Hours to
provide advice and support concerning the provision of the Services to
you by telephone on the customer service number specified on the Website
from time to time and shall, where appropriate, seek to provide remote
diagnosis and fault corrections. MCCNET.NET LTD shall provide such
advice and support with reasonable care and skill. For the avoidance of
doubt, MCCNET.NET LTD shall not be obliged to carry out any site visits
or otherwise provide support other than by telephone. For the purposes
of this clause 3, "Office Hours" shall mean 09.00 to 17.00 on any
weekday excluding public and bank holidays in England or Scotland.
4.
Your sole remedy for failure by MCCNET.NET LTD to meet the Service
Levels shall be to terminate this Agreement in accordance with clause
15.
5.
This Agreement shall commence on the date specified by MCCNET.NET LTD in
its confirmation of your order or the date that MCCNET.NET LTD commences
the provision of the Service (whichever is the sooner) and shall
continue in force until terminated in accordance with its terms.
6.
MCCNET.NET LTD shall use reasonable endeavours to commence the provision
of the Service to you by the end of the next Business Day following the
day upon which payment in full for the Service is received from you. For
the purposes of this Agreement, "Business Day" means any day excluding
Saturday, Sunday and any bank or public holiday in England or Scotland.
7.
You must pay MCCNET.NET LTD for the Service at the rate agreed with
MCCNET.NET LTD at the time of placing your order as such rate may be
revised by MCCNET.NET LTD from time to time provided that MCCNET.NET LTD
shall not revise such rate more than once in any period of twelve months
and you shall pay such rate in advance on or before the beginning of
each payment period as agreed with MCCNET.NET LTD at the time of placing
your order ("the due date"). Any failure by you to pay in full by the
due date will entitle MCCNET.NET LTD at any time thereafter without
notice to you to terminate the provision of the Service with immediate
effect.
8.
You undertake and agree to:
(a) keep your contact details up to date and forthwith notify us in
writing of any amendments;
(b) keep your passwords confidential and only disclose them to such of
your employees who need to know them and you will procure that those
employees keep such passwords confidential; and
(c) comply with the terms and conditions of use of any third party
networks and services used in the provision of the Service which are not
directly operated or provided by MCCNET.NET LTD and/or which are not
under the control of MCCNET.NET LTD.
9.
You acknowledge and agree that:
(a) from time to time, the Service may be closed down and suspended in
order for work to be carried out relating to the upgrading or
maintenance of the Service or for other reasons relating to the
provision of the Service. MCCNET.NET LTD shall use reasonable endeavours
to give you reasonable notice of such closure and suspension and shall
use reasonable endeavours to ensure that such works are carried out as
quickly as reasonably practicable;
(b) MCCNET.NET LTD is entitled to alter or transfer IP addresses from
time to time for any reason whatsoever. Whilst MCCNET.NET LTD shall use
reasonable endeavours to give reasonable notice of such alteration or
transfer, MCCNET.NET LTD does not guarantee this. All IP addresses
supplied are supplied as a non-portable RIPE, ARIN or APNIC PA address
space and remain the property of MCCNET.NET LTD and must not be used on
termination of the Service and MCCNET.NET LTD shall thereafter be
entitled to use such IP addresses for any purpose whatsoever. No IP
addresses are transferable to other service providers; and
(c) In the case of Services comprising Leased Lines, ADSL or SDSL, in
each case as specified on the Website, MCCNET.NET LTD is providing the
Service using services provided by third parties and that without
prejudice to clause 8(c) MCCNET.NET LTD shall not be liable under this
Agreement for a failure or degradation in respect of such Service if it
is due to an act or omission of such third party.
10.
By submitting your order for the provision of the Service on the terms
and conditions of this Agreement you hereby expressly consent to
MCCNET.NET LTD using any and all information provided by you from time
to time for any purpose whatsoever including, without limitation, the
marketing of MCCNET.NET LTD products and/or services to you and the
sending to you of e-mails concerning MCCNET.NET LTD products and
services and or any technical announcements by MCCNET.NET LTD concerning
the Service and you hereby expressly consent to MCCNET.NET LTD
transferring the information to any third party that is a group
undertaking of MCCNET.NET LTD (as defined in Section 259 of the
Companies Act 1985 (as amended)) anywhere in the world. For the
avoidance of doubt, MCCNET.NET LTD will not sell such information to any
third party.
11.
All copyright, trade marks and other intellectual property rights
subsisting or created in the provision of the Service shall remain the
property of MCCNET.NET LTD or its licensor and you will not derive any
right, title or interest in them. You shall indemnify and keep
MCCNET.NET LTD indemnified against any and all losses, claims,
liabilities, damages, demands, costs and expenses (including, without
limitation, legal costs and expenses) incurred by MCCNET.NET LTD as a
result of failure by you to comply with this clause 11.
12.
You and MCCNET.NET LTD hereby agree that any information of a
confidential or proprietary nature supplied to the other or generated by
either party during the term of this Agreement shall not be used by the
other, save for the purposes of this Agreement and shall not be
disclosed to a third party, in each case, without the prior written
consent of the other, whether during the term of this Agreement or after
its termination or expiration.
13.
MCCNET.NET LTD may, at its sole option and without any obligation to
refund monies paid by you pursuant to clause 7, terminate this Agreement
immediately on written notice to you if:
(a) ordered to do so by a court of competent jurisdiction;
(b) the use of the Service is or becomes illegal;
(c) if there is a breach of this Agreement;
(d) the continued use of the Service could cause technical problems on
the Internet; or
(e) you act in any way or do anything which may reasonably be construed
to impugn the trade mark rights of MCCNET.NET LTD or otherwise be
detrimental to the business, goodwill or reputation of MCCNET.NET LTD.
14.
Either party may terminate this Agreement by serving not less than 28
days written notice on the other provided that if you terminate this
Agreement pursuant to this clause 14 you shall not be entitled to a
refund of any monies paid pursuant to clause 7, and in the case of the
Services comprising Leased Lines, ADSL or SDSL in each case as specified
on the Website, you shall promptly reimburse to MCCNET.NET LTD any and
all of the cancellation charges that MCCNET.NET LTD incurs to a third
party as a result of your termination of this Agreement.
15.
You may terminate this Agreement immediately by serving written notice
on MCCNET.NET LTD if MCCNET.NET LTD persistently fails to meet the
Service Levels.
16.
MCCNET.NET LTD gives no warranty and makes no representation in respect
of the Service save as expressly set out in this Agreement and hereby
excludes, to the fullest extent permitted by law, all conditions,
warranties, terms, undertakings and representations, express or implied,
whether by statue, common law or otherwise in relation to such Service.
17.
MCCNET.NET LTD shall not be liable to you whether in contract, tort, by
statute or otherwise in respect of any loss of profits and/or for any
special, indirect, incidental or consequential loss or damage arising
out of or in connection with the Service, including without limitation:
(a) loss of revenue; and/or
(b) loss of anticipated savings; and/or
(c) loss of business and/or goods; and/or
(d) loss of goodwill; and/or
(e) loss of use; and/or
(f) loss and/or corruption of data and/or other information; and/or
(g) downtime; and/or
(h) any damage relation to the procurement of any substitute services.
For the avoidance of doubt, neither the types of loss and/or damage
specified in sub-clauses (a) to (h) inclusive of this clause 17 nor any
similar types of loss and/or damage shall constitute direct loss for the
purposes of this Agreement.
18.
No waiver by either party of any provisions of this Agreement shall be
binding unless made expressly and confirmed in writing. Any such waiver
shall not apply to any subsequent or other matter, non-compliance or
breach.
19.
Notices to either party must be given in writing and sent by first class
post, e-mail or facsimile to the relevant addresses specified on the
Website in the case of MCCNET.NET LTD, and in your order in your case,
as amended by no less than 15 days’ notice in writing by the parties
from time to time. A notice shall be deemed delivered within three
Business Days of posting in the case of first class post; twenty four
(24) hours after sending the e-mail in the case of e-mail and on
completion of the transmission as shown in the transmission report the
case of facsimile.
20.
No person other than a party to this Agreement shall be entitled to
enforce any term of it.
21.
In no event shall MCCNET.NET LTD’s liability to you whether in contract,
tort, by statute or otherwise exceed the amount paid by you for the
relevant Service.
22.
Nothing in this Agreement shall exclude or restrict the liability of
either party for fraudulent misrepresentation and/or for death or
personal injury arising as a result of the negligence of that party, its
officers, employees, agents and/or sub-contractors.
23.
The terms and conditions are governed by English and Scottish law and
you and MCCNET.NET LTD submit to the exclusive jurisdiction of the
English or Scottish courts.
NOTIFICATION OF CHANGE TO TERMS AND CONDITIONS
01/06/07
As a
result of BT introducing an ADSL cease charge, we are amending our terms
and conditions. We hereby give you notice of the amendment which will be
effective from 00.00am on Friday 1st June 2007 : Cease clause to be
amended as follows:
a. In the event that we receive a BT or third party broadband provider
initiated cease notification for your broadband service you acknowledge
that you will be responsible for all charges on your account to date of
cease including an additional ADSL cease charge of £33.75
b. If you, and or we, request a cancellation or cease for your ADSL
service, you will be responsible for all charges outstanding on your
account to date of cease including an additional ADSL cease charge of
£33.75
Should there be any inconsistency between your old cease clause and the
new cease clause then the new cease clause prevails. Should your current
terms not reflect a cease clause this is now included in your terms and
conditions as a new clause "Cease Clause" as the final point/clause.
Updated January
2005
MAINTENANCE CONTRACT EQUIPMENT
TERMS & CONDITIONS
Supplier for the purposes of this Document is mccnet.net Ltd trading as McCourt Computer
Consultancy
1.
This Contract is effective from the date agreed and includes the
following:
(a) Inspection of the equipment at such intervals as the supplier shall
consider necessary.
(b) Repair of any fault in the equipment and supplying (at cost) and
fitting (free of charge) all spare parts necessary to the efficient
working of the equipment provided that all repairs and replacements are
due to normal use and fair wear and tear of the equipment.
2. Any
modifications or additions to, or major overhauls of, the equipment are
chargeable, these will be subject to a quotation which will be submitted
to the User for approval before such work is commenced.
3.
Service will be carried out on the User's premises during The Supplier's
normal working hours or (at the Supplier's discretion) in the
Supplier's workshop.
4.
Where a replacement part is fitted to the equipment, the part removed
shall become the property of the Supplier.
5 The
maintenance continues on an annual basis, chargeable in advance, whilst
the equipment remains the property of the User, subject to the
following:
(a) Maintenance will be invoiced in the first year at the rate ruling
at the date of agreement.
(b) Maintenance will be invoiced each year at the rate then in force.
(c) The supplier reserves the right to increase the maintenance fee at
any time during each year by giving the User thirty (30) day's notice of
such increase.
(d) Either party may terminate the Maintenance Service by giving not
less than thirty days notice in writing to the other party.
(e) The Maintenance Service will automatically be terminated by the
Supplier if there is any undue delay or default in payment of the fee by
the User.
6. The
equipment covered by this specification will be subject to an
additional Maintenance charge if the number of hours worked in any
twelve month period exceeds 2,080 hours. The additional Maintenance
charge will be subject of separate negotiations between the Supplier
and the User but will not exceed 5% of the current annual Maintenance
fee for each 100 hours (or part thereof) in excess of 2,080.
7. It is the User's
responsibility to ensure that:
(a) Only materials or supplies of a specification approved by the
Supplier are used.
(b) No alterations, repairs or Maintenance are carried out other than
by persons employed or authorised by the Supplier. Any breach of this
condition will release the Supplier from all liability for maintenance.
(c) The Supplier is notified of any removal of the equipment to a new
location. In the case of such removal, the Supplier shall be entitled to
cease to supply Maintenance.to the new location. Any extra repairs
resulting from the removal of the equipment will be chargeable to the
User.
(d) The equipment is made available to the Supplier's engineers during
normal working hours for inspection, maintenance and/or removal to the
Supplier's Workshop if required.
(e) All Data Carriers such as magnetic tape and disks are handled with
care, kept in the recommended controlled conditions, and replaced when
worn or damaged.
(f) The User maintains appropriate data security procedures.
(g) The software used on the equipment conforms to the standards as
laid down by the manufacturer. Any engineering calls which are traced
to a failure in the writing or operation of application software not
approved by the Supplier will be chargeable to the User over and above
the Maintenance Premium, at The Supplier's standard hourly rate.
(h)
Where the Supplier delivers to the User in a machine readable form
operating systems, program compilers, data management routines and other
systems software routines as shall be necessary for the efficient
running and maintenance of the Users application programs then if the
Supplier issues a revised version of any such system software routine,
the User shall immediately take such steps as the Supplier may direct to
incorporate or to permit the incorporation of the revised routine into
his installation. In the event of the User failing to take such steps
he will be liable to recompense the Supplier for any additional cost
arising to the Supplier because of that failure.
(i) If the Supplier requests the User to carry out diagnostic and test
routines upon the Users Equipment, using procedures or programs issued
by the Supplier, the User will be liable to recompense the Supplier for
any additional cost arising to the Supplier due to failure of the User
to carry out such diagnostic or test routines as frequently as the
Supplier may specify provided that such routines are designed to assist
maintenance of The equipment.
8. DATA
Carriers (cabling) are not included in this maintenance specification.
9.Where
communications are in use then:
(a) The User is responsible for all communication costs including any
charges in respect of periods of testing and commissioning by the
Supplier.
(b) The User undertakes to indemnify the Supplier against all actions,
proceedings claims and demands which may be brought or made against the
Supplier insofar as such actions, costs, proceedings, claims or demands
relate in any way to any equipment supplied pursuant to the
installation of terminals covered by this Agreement.
10.
Any servicing carried out on the equipment which does not fall within
the above specification will be charged on a time and material basis.
11.
Notwithstanding the terms of any conditions warranties or
representations, whether expressed or implied and whether statutory or
otherwise, the Supplier will not be liable in any way for loss of
profits or contracts or any other consequential loss of any kind
resulting from any defect in the goods or services supplied, whether
such loss arises from loss of the use of the goods or services or
incorrect or spoiled data or otherwise howsoever.
12.
Maintenance is available by contacting the specified office of the
Supplier.
13. The
Supplier shall be relieved from liability under this contract if and to
the extent that it shall be unable to carry out all or any of its
obligations hereunder owing to wars, strikes, lockouts, governmental
controls or restrictions, non-availability of any goods or labour or any
other cause beyond the Supplier's control.
14. Any
repairs or damage resulting from accident, transportation, neglect or
misuse, failure of electrical power, surge of electrical power or causes
other than ordinary use are excluded.
15. The
User shall be responsible for maintaining all anti-virus, anti-spyware,
anti- adware and anti-hijacking software up to date and any work
carried out due to infiltration by viruses, spyware, adware, hijacking
software or any other malicious software shall be chargeable at the
Suppliers current rate.
16
This agreement is not transferable.
STANDARD TERMS AND CONDITIONS
FOR SUPPLY OF GOODS AND SERVICES
OF
Mccnet.net
Ltd trading as McCourt Computer Consultancy
1
DEFINITIONS
In these
Terms and Conditions (“Terms”) the following words shall have the
following meanings:
1.1
"Agreement" means these Terms and Conditions together with the terms of
any applicable Specification Quotation given by the Supplier;
1.2 "Customer" means the organisation or person who purchases goods and
services from the Supplier;
1.3 "Intellectual Property Rights" means without limitation all patents,
registered and unregistered designs, copyright, trade marks, know-how,
confidential information and all other forms of intellectual property
wherever in the world enforceable;
1.4 "Specification Quotation" means a statement of work, quotation,
estimate or other similar written document recording or describing the
goods and services to be provided by the Supplier;
1.5 "Supplier" means Mccnet.net Ltd, 1203 Govan Road, Glasgow G51 4PW.
2 GENERAL
2.1 These Terms shall apply to all contracts for the supply of goods and
services by the Supplier to the Customer
unless
varied in writing by any Quotation. No variation to these Terms shall be
binding unless agreed in writing between the Customer and a duly
authorised representative of the Supplier.
2.2 Before the commencement of the services the Supplier shall submit to
the Customer a Specification Quotation which shall specify the goods and
services to be supplied and the price payable. The Customer shall notify
the Supplier immediately if the Customer does not agree with the
contents of the Specification Quotation. All Specification Quotations
shall be subject to these Terms and Conditions.
2.3 The Supplier shall use all reasonable endeavours to complete the
services within estimated time frames but time shall not be of the
essence in the performance of any services.
3 PRICE
AND PAYMENT
3.1 The price for the supply of goods and services shall be as set out
in the Specification Quotation. The Supplier shall invoice the Customer
on delivery.
3.2 Invoiced amounts shall be due and payable once the goods have been
delivered. The Supplier shall be entitled to charge interest on overdue
invoices from the date when payment becomes due from day to day until
the date of payment at a rate of 4% per annum above the base rate of the
Bank of England. In the event that the Customer’s procedures require
that an invoice be submitted against a purchase order to payment, the
Customer shall be responsible for issuing such purchase order before the
goods and services are supplied.
4
SPECIFICATION OF THE GOODS
All goods shall be required only to conform to the specification in the
Specification Quotation. For the avoidance of doubt no description,
specification or illustration contained in any product pamphlet or other
sales or marketing literature of the Supplier and no representation
written or oral, correspondence or statement shall form part of the
contract.
5 DELIVERY
5.1 The date of delivery of any goods or services specified by the
Supplier is an estimate only. Time for delivery shall not be of the
essence of the contract and the Supplier shall not be liable for any
loss, costs, damages, charges or expenses of the Customer caused
directly or indirectly by any delay in the delivery of the goods or
services.
5.2 All risk in any goods shall pass to the Customer upon delivery.
6 TITLE
Title in any Goods shall not pass to the Customer until the Supplier has
been paid in full for the Goods.
The Supplier
will only pass such title as it possesses and shall notify the Customer
of any title held or claimed by third parties of which it is aware.
7
CUSTOMER`S OBLIGATIONS
7.1 To enable the Supplier to perform its obligations under this
Agreement the Customer shall:
7.1.1 co-operate with the Supplier;
7.1.2 provide the Supplier with any information reasonably required by
the Supplier;
7.1.3 obtain all necessary permissions and consents which may be
required before the commencement of the services; and
7.1.4 comply with such other requirements as may be set out in the
Specification Quotation or otherwise agreed between the parties.
7.2 The Customer shall be liable to compensate the Supplier for any
expenses incurred by the Supplier as a result of the Customer’s failure
to comply with Clause 7.1.
7.3 Without prejudice to any other rights to which the Supplier may be
entitled, in the event that the Customer unlawfully terminates or
cancels the goods and services agreed to in the Specification Quotation,
the Customer shall be required to pay to the Supplier as agreed damages
and not as a penalty the full amount of any third party costs to which
the Supplier has committed and in respect of cancellations on less than
five working days’ written notice the full amount of the goods and
services contracted for as set out in the Specification Quotation, and
the Customer agrees this is a genuine pre-estimate of the Supplier’s
losses in such a case. For the avoidance of doubt, the Customer’s
failure to comply with any obligations under Clause 7.1 shall be deemed
to be a cancellation of the goods and services and subject to the
payment of the damages set out in this Clause.
7.4 In the event that the Customer or any third party, not being a
sub-contractor of the Supplier, shall omit or commit anything which
prevents or delays the Supplier from undertaking or complying with any
of its obligations under this Agreement, then the Supplier shall notify
the Customer as soon as possible and:
7.4.1 the Supplier shall have no liability in respect of any delay to
the completion of any project;
7.4.2 if applicable, the timetable for the project will be modified
accordingly;
7.4.3 the Supplier shall notify the Customer at the same time if it
intends to make any claim for additional costs.
8
ALTERATIONS TO THE SPECIFICATION QUOTATION
8.1 The parties may at any time mutually agree upon and execute new
Specification Quotations. Any alterations in the scope of goods and/or
services to be provided under this Agreement shall be set out in the
Specification Quotation, which shall reflect the changed goods and/or
services and price and any other terms agreed between the parties.
8.2 The Customer may at any time request alterations to the
Specification Quotation by notice in writing to the Supplier. On receipt
of the request for alterations the Supplier shall, within 5 working days
or such other period as may be agreed between the parties, advise the
Customer by notice in writing of the effect of such alterations, if any,
on the price and any other terms already agreed between the parties.
8.3 Where the Supplier gives written notice to the Customer agreeing to
perform any alterations on terms different to those already agreed
between the parties, the Customer shall, within 5 working days of
receipt of such notice or such other period as may be agreed between the
parties, advise the Supplier by notice in writing whether or not it
wishes the alterations to proceed.
8.4 Where the Supplier gives written notice to the Customer agreeing to
perform alterations on terms different to those already agreed between
the parties, and the Customer confirms in writing that it wishes the
alterations to proceed on those terms, the Specification Quotation shall
be amended to reflect such alterations and thereafter the Supplier shall
perform this Agreement upon the basis of such amended terms.
9 WARRANTY
9.1 The Supplier warrants that the services performed under this
Agreement shall be performed using reasonable skill and care, and of a
quality conforming to generally accepted industry standards and
practices.
9.2.1 Except as expressly stated in this Agreement, all warranties
whether express or implied, by operation of law or otherwise, are hereby
excluded in relation to the goods and services to be provided by the
Supplier. No liability will be accepted by the Supplier for goods or
services which the Customer claims are not of such quality or standard
unless a written claim is made within fourteen days of the date of
receipt of the goods or delivery of the services.
9.3 The Supplier shall not be liable to the Customer by reason of any
representation, or any implied warranty, condition or other term, or any
duty at common law, or under the express terms of the Agreement, for:
9.3.1 any consequential loss or damage (whether for loss of profit or
otherwise), costs, expenses or other claims for consequential
compensation whatsoever (and whether caused by its negligence, employees
or agents or otherwise) which arise out of or in connection with the
supply of the goods and/or the services or their use or resale by the
Customer, except as expressly provided in these Terms; and/or
9.3.2 any sum exceeding the value of goods or services
9.4
If any part of the product prove to be defective in materials or
workmanship under normal operation, such products will be repaired or
replaced only in accordance with any warranty or terms as provided by
the manufacturer of the faulty product.
9.5 The Supplier will not be held liable for any costs or losses due to
faulty products.
9.6 The Customer is responsible for contacting and liaising with the
manufacturer in order to resolve issues due to faulty products.
9.7 The Supplier will not be held responsible for any delivery charges
incurred by the Customer when returning products to and from the
manufacturer.
9.8 The responsibility of completing registration and warranty forms
remain solely with the Customer.
10
INDEMNIFICATION
The Customer shall indemnify the Supplier against all claims, costs and
expenses which the Supplier may incur and which arise, directly or
indirectly, from the Customer’s breach of any of its obligations under
this Agreement, including any claims brought against the Supplier
alleging that any goods and/or services provided by the Supplier in
accordance with the Specification Quotation infringes a patent,
copyright or trade secret or other similar right of a third party.
11
LIMITATION OF LIABILITY
11.1 Except in respect of death or personal injury due to negligence for
which no limit applies, the entire liability of the Supplier to the
Customer in respect of any claim whatsoever or breach of this Agreement,
whether or not arising out of negligence, shall be limited to the price
paid by the Customer to which the claim relates.
11.2 In no event shall the Supplier be liable to the Customer for any
loss of business, loss of opportunity or loss of profits or for any
other indirect or consequential loss or damage whatsoever. This shall
apply even where such a loss was reasonably foreseeable or the Supplier
had been made aware of the possibility of the Customer incurring such a
loss.
11.3 Nothing in these Terms and Conditions shall exclude or limit the
Supplier’s liability for death or personal injury resulting from the
Supplier’s negligence or that of its employees, agents or
sub-contractors.
12
TERMINATION
Either party may terminate this Agreement forthwith by notice in writing
to the other if:
12.1 the other party commits a material breach of this Agreement and, in
the case of a breach capable of being remedied, fails to remedy it
within 30 calendar days of being given written notice from the other
party to do so;
12.2 the other party commits a material breach of this Agreement which
cannot be remedied under any circumstances;
12.3 the other party passes a resolution for winding up (other than for
the purpose of solvent amalgamation or reconstruction), or a court of
competent jurisdiction makes an order to that effect;
12.4 the other party ceases to carry on its business or substantially
the whole of its business; or
12.5 the other party is declared insolvent, or convenes a meeting of or
makes or proposes to make any arrangement or composition with its
creditors; or a liquidator, receiver, administrative receiver, manager,
trustee or similar officer is appointed over any of its assets.
13
INTELLECTUAL PROPERTY RIGHTS
13.1 All Intellectual Property Rights produced from or arising as a
result of the performance of this Agreement shall, so far as not already
vested, become the absolute property of the Customer, upon payment in
full of all sums due.
13.2 The Supplier warrants that it is not aware of any adverse third
party Intellectual Property Rights affecting the goods or services
provided, save any expressly disclosed to the Customer.
13.3 The Supplier shall do all that is reasonably necessary to ensure
that such rights vest in the Customer by the execution of appropriate
instruments or the making of agreements with third parties.
14 FORCE
MAJEURE
Neither party shall be liable for any delay or failure to perform any of
its obligations if the delay or failure results from events or
circumstances outside its reasonable control, including but not limited
to acts of God, strikes, lock outs, accidents, war, fire, the act or
omission of government, highway authorities or any telecommunications
carrier, operator or administration or other competent authority, or the
delay or failure in manufacture, production, or supply by third parties
of equipment or services, and the party shall be entitled to a
reasonable extension of its obligations after notifying the other party
of the nature and extent of such events.
15
INDEPENDENT CONTRACTORS
The Supplier and the Customer are contractors independent of each other,
and neither has the authority to bind the other to any third party or
act in any way as the representative of the other, unless otherwise
expressly agreed to in writing by both parties. The Supplier may, in
addition to its own employees, engage sub-contractors to provide all or
part of the services being provided to the Customer and such engagement
shall not relieve the Supplier of its obligations under this Agreement
or any applicable Specification Quotation.
16
ASSIGNMENT
The Customer shall not be entitled to assign its rights or obligations
or delegate its duties under this Agreement without the prior written
consent of the Supplier.
17
SEVERABILITY
If any provision of this Agreement is held invalid, illegal or
unenforceable for any reason by any Court of competent jurisdiction such
provision shall be severed and the remainder of the provisions herein
shall continue in full force and effect as if this Agreement had been
agreed with the invalid illegal or unenforceable provision eliminated.
18 WAIVER
The failure by either party to enforce at any time or for any period any
one or more of the Terms and Conditions herein shall not be a waiver of
them or of the right at any time subsequently to enforce all Terms and
Conditions of this Agreement.
19 NOTICES
Any notice to be given by either party to the other may be served by
email, fax, personal service or by post to the address of the other
party given in the Specification Quotation or such other address as such
party may from time to time have communicated to the other in writing,
and if sent by email shall unless the contrary is proved be deemed to be
received on the day it was sent, if sent by fax shall be deemed to be
served on receipt of an error free transmission report, if given by
letter shall be deemed to have been served at the time at which the
letter was delivered personally or if sent by post shall be deemed to
have been delivered in the ordinary course of post.
20 ENTIRE
AGREEMENT
This Agreement contains the entire agreement between the parties
relating to the subject matter and supersedes any previous agreements,
arrangements, undertakings or proposals, oral or written. Unless
expressly provided elsewhere in this Agreement, this Agreement may be
varied only by a document signed by both parties.
21 NO
THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights
on a third party.
22
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the
law of England OR Scotland and the parties hereby submit to the
exclusive jurisdiction of the English OR Scottish courts.
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