Standard Terms and Conditions of Trade - Version 2.0 - Published 9th May 2005

Supply of Directors Support Services, Research Services & Related Services

Parties:

Improvia Limited (a company registered in England and Wales with the number 4015100) of The Balaclava, Pell Green, Wadhurst, East Sussex, TN5 6EE ("Improvia" which expression shall include Improvia's successors and assigns).

The client company ("Client").

Recitals

The Client wishes Improvia to supply services to the Client. 

Interpretation

In these conditions:

"Agreement" means the agreement for the provision of the Services.
"Terms and Conditions" means this set of standard Terms and Conditions or trade, version 2.0, published 9th May 2005.
"Customer(s)" means any potential customer or customers of the Client, contacted by Improvia through its services;
"Principles" means the Principles contained in the Data Protection Act 1998;
"Services" means the services to be provided by Improvia for the Client described in more detail in the Agreement.

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

Supply of the Services

Improvia shall provide the Services to the Client subject to the Agreement with the Client and subject to these Terms and Conditions.  Any changes or additions to the Services or the Agreement or the Terms and Conditions must be agreed in writing between Improvia and the Client.

The Client shall at its own expense supply Improvia with all the necessary documents or other materials and all necessary data or other information within sufficient time to enable Improvia to provide the Services in accordance with the Agreement and these Terms and Conditions.

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

Charges

Subject to any special terms agreed, the Client shall pay Improvia the fees as detailed within the Agreement.  These fees may include charges to set up the Services or hourly or daily charges for the provision of the Services or other charges as may be detailed in the Agreement.

All charges quoted to the Client for the provision of the Services are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.

Improvia's charges shall be due and payable by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) within 7 days of the date of Improvia's invoice.

If payment has not been made on or before the due date, Improvia shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgement) at the rate of 8% (eight per centum) above the base rate from time to time of the Royal Bank of Scotland plc from the due date until the outstanding amount is paid in full.

Warranties and Liability

Improvia warrants to the Client that the Services will be provided using reasonable care and skill.

Improvia shall have no liability to the Client for any loss, damages, costs, expenses or other claims for compensation arising from any instructions supplied by the Client which are incomplete, incorrect, or inaccurate, or from any other fault of the Client.

Except as expressly provided in these Terms and Conditions, Improvia shall not be liable to the Client for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims which arise out of or in connection with the provision of the Services and the entire liability of Improvia in connection with the Agreement shall not exceed the amount of Improvia's annual charges for the provision of the Services.

Improvia shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing, or failure to perform, any of  Improvia's obligations in relation to the Services if the delay or failure was due to any cause beyond Improvia's reasonable control.

The Client shall retain full responsibility to assess the suitability and creditworthiness of any new customers.

Termination

Either party may terminate the Contract at any time by giving not less that the written notice period, as specified in the agreement, to the other party.

Either party may (without limiting any other remedy) at any time terminate the Agreement by giving written notice to the other Party if the other Party commits any breach of the Agreement or these Terms and 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 Party goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.

Data Protection

Both parties acknowledge the provisions of the Data Protection Act 1998 and the Principles and confirm to each other that they shall comply with the terms of this act and with the Principles in relation to the Services.

The Client consents to Improvia passing any personal data that it holds in relation to the Client to any third party solely for the purpose of providing the Services.

Assignment

The Agreement is personal to the Client, who shall not assign, novate, sub-contract or otherwise dispose of any of its rights and/or obligations under this Agreement without Improvia's previous written consent.

Improvia shall be entitled to assign, novate, sub-contract or otherwise dispose of all its rights and/or obligations under the Agreement and these Terms and Conditions.

General

A notice required or permitted to be given by either party to the other under the Agreement and these Terms and 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 have been notified to either party.

If, due to strikes, industrial action short of a strike, war, accidents, fire, flood, natural catastrophes or other obstacles over which neither party has any control (an event of force majeure), either party fails to perform any of its obligations under this Agreement, neither party shall be held responsible for any loss or damage which may be incurred as a result of such failure.  Should the event of force majeure continue for longer than six weeks, either party shall have the option of terminating the Agreement immediately without further liability other than such liabilities as have already accrued when the Agreement ends.

If any provision of the Agreement or these Terms and Conditions is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this shall not affect the validity of the rest of the Agreement and the Terms and Conditions.

English law shall apply to the Agreement and these Terms and Conditions, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.

Return to Home Page

To discuss your requirements, in strict confidence and without obligation: