GENERAL TERMS AND CONDITIONS OF EIPS TELECOM LIMITED trading as intinfra
THE CLIENT’S ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE 8
OUR CURRENT TERMS AND CONDITIONS AND FULL DETAILS OF ALL PRODUCTS AND SERVICES ARE ALWAYS AVAILABLE ON THE EIPS TELECOM WEBSITE www.intinfra.co.uk AND ARE DEEMED INCORPORATED HEREIN.
In this Agreement, the following words have the following meanings:
Charges means the charges payable by the Client to the Company for the Services at the then prevailing rates of the Company;
Client means person(s), firm, company or other legal entity who purchases the Services from the Company;
Company means EIPS telecom Limited trading as Intinfra (registered in England under number 0676 5959) whose registered office address is 17 Lee Lane Horwich Bolton BL6 7BP; trading at 8 Hardy Close, Chain Caul Way, Preston, Ashton on Ribble, PR2 2XP
Confidential Information means any information which the Client discloses to the Company which it treats as confidential including without limitation, knowledge and information relating to the Client’s business, organisation, finances and clients and their affairs;
Services means the services to be provided by the Company to the Client.
Intinfra means the trading name of EIPS telecom
2.0 CONDITIONS AND SCOPE
2.1 No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase order, confirmation order, specification or other document shall form part of Agreement simply as a result of such document being referred to in the Agreement.
2.3 These Conditions apply to all the companys sales and any variation to these Conditions and any representations about the Equipment or Services shall have no effect unless expressly agreed and signed by a Director of the company.
2.4 Each order or acceptance of a quotation or any use of the Services provided or payment for the Services is deemed acceptance of these terms and conditions.
2.5 The Customer acknowledges that EIPS telecom will supply any Equipment and services at the request of the Customer and that it’s the Customers responsibility to determine whether the Equipment and services are suitable for its requirements.
3.1 The Client shall pay to the Company the Charges and Expenses.
3.2 The Charges and Expenses shall be levied by the Company on or following provision of the Services. The Charges shall be payable by the Client within 14 days of receipt of an invoice.
3.3 All charges and other sums payable by the Client under this Agreement are exclusive of any applicable value added tax, which shall be additionally payable by the Client together with the charge or the sum in question.
3.4 The Company reserves the right (without prejudice to any other rights or remedies) to charge the Client interest in respect of the late payment of any Charges and Expenses due under this Agreement (whether before or after any judgement) at the rate of 5 % above the base rate from time to time of Barclays Bank plc accruing on a daily basis before payment is made.
4.1 The Company shall provide the Services to the Client on the terms of this Agreement.
4.2 The Company shall be entitled to levy additional charges in respect of any other services it provides to the Client in addition to the Services. Additional charges levied by the Company shall be payable by the Client within 14 days of receipt of an invoice.
4.3 If the Client cancels the Services less than 48 hours before the agreed time when the Company is to provide the Services, the Charges and any Expenses incurred by the Company shall be payable in full by the Client.
5.0 Assistance and information
5.1 The Client shall provide all reasonable co-operation and assistance to the Company as may be necessary or desirable in order to facilitate the provision of the Services.
5.2 The Client acknowledges and accepts that it is responsible for ensuring that all information provided by the Client to the Company is accurate, complete and not misleading in any way whatsoever and the Company shall be entitled to accept that such information is accurate, complete and not misleading.
6.0 Client obligations
6.1 The Client agrees:
6.1.1 to pay the Charges, Expenses and any additional charges;
6.1.2 to provide the Company with all information and access it reasonably requires in order to provide the Services; and
6.1.3 to procure that all reasonable and proper precautions are taken to protect the health and safety of the personnel of the Company who provide the Services.
7.0 Suspension and termination
7.1 The Company may (without prejudice to any other right or remedy) where appropriate suspend or cancel the Services without penalty and with immediate effect where it is unable to provide the Services for reasons beyond its control or otherwise for reasons which are not its fault provided that the Company will use its reasonable endeavours to provide the Services as soon as reasonably practicable.
7.2 This Agreement may be terminated forthwith by either party if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction).
7.3 Any termination of this Agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any
provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
8.0 Limitation of Liability
8.1 This clause 7 set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:
8.1.1 any breach of this Agreement;
8.1.2 any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
8.3 Nothing in this Agreement limits or excludes the liability of the Company:
8.3.1 for death or personal injury resulting from its negligence; or
8.3.2 for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by the Company.
8.4 Subject to clause 7.3, the Company shall not be liable to the Client or any other person for:
8.4.1 any defect in., poor quality of, unavailability, interruption or discontinuance of the Services or any website or e-mail address or telephone number unless otherwise agreed in writing; or
8.4.2 loss of profits or loss of business or depletion of goodwill and/or similar losses or loss of anticipated savings or loss of goods or loss of contract or loss of use or loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
8.5 The Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Charges payable by the Client for the Services.
9.1 The Company acknowledges that the Client possesses a valuable body of Confidential Information and that the Client may provide the Company with access to the Confidential Information in order that the Company can carry out the Services.
9.2 The Company shall at all times keep confidential and not (except as authorised by the Client) use or disclose or attempt to use or disclose any of the Confidential Information.
9.3 Information is not Confidential Information if:
9.3.1 it is or subsequently becomes public knowledge other than as a direct or indirect result of the information being disclosed in breach of this agreement;
9.3.2 the Company can establish that it found out the information from a source not connected with the Client and that source is not under any obligation of confidence in respect of the information; or
9.3.3 the Client agrees in writing that it is not confidential.
9.4 The Company may disclose Confidential Information to the extent required by any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body.
10.1 All notices required or permitted to be given between the parties in respect of this Agreement must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission to the other party’s address or facsimile number.
10.2 Communications shall be deemed to have been received 48 hours after posting (exclusive of the day of posting) if sent by first class post, on the day of delivery if delivery by hand, or at the time of transmission if sent by facsimile transmission on a working day prior to 4.00 pm, and otherwise on the next day.
11.1 Headings to clauses in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.
11.2 Each of the parties acknowledges and agrees that, in entering into this Agreement, it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
11.3 No variation of this Agreement shall be valid unless it is in writing and signed by an authorised representative of the Company.
11.4 The waiver by the Company of a breach or default of any of the provisions of this Agreement by the Client shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of the Company to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the Client.
11.5 The Company shall have no liability to the Client under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of sub-contractors.
11.6 The Client shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
11.7 The Company may at any time at its discretion assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
11.8 Pursuant to clause 10.7, if the Company sub-contracts any of its obligations under this Agreement, the Client shall be required to deal with any agents or sub-contractors of the Company.
11.9 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no rights or benefits expressly or impliedly conferred by it shall be enforceable under that Act against the parties to it by any other person.
11.10 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
11.11 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.