Terms and Conditions

TERMS FORMING PART OF THE AGREEMENT

PERIOD OF SERVICE

1. This service shall start on the commencement date set out on the front page, and shall remain in force for the period shown subject to clauses 6 and 7 below

COMPANY OBLIGATIONS

2. The Company (M J Goddard Associates) will exercise all reasonable care and skill in the provision of the Service to the client. Where processing of data is carried out under the instructions of the Client, the Company shall exercise all due care and have in place all appropriate security measures.

PAYMENT TERMS

3. The Client shall pay the Charges set out in the agreement and at all times specified. If any payment to the Company remains outstanding for longer than 14 days after the due date then the Company shall be entitled to terminate the Agreement forthwith. ALL future payments due under the Agreement shall also become immediately payable. The Company shall be at liberty to charge interest on such sums outstanding at the rate of 4% above the Bank of England base rate.

TERMINATION

4. (a) This Agreement may be terminated by the Company forthwith in the event of the Client:
I. infringing copyright contrary to clause 13:
II. committing a serious criminal offence or giving the Company any false or misleading statement or making any negligent or fraudulent misrepresentation in relation to this Agreement:
III. committing any act of bankruptcy, going into liquidation, or a receiver or manager, or an administrative receiver being appointed, or making a voluntary arrangement for the composition in satisfaction of its debts or the arrangement of its affairs, or its ceasing or threatening to cease to carry on trading:
IV. being in breach of clause 3

(b) On such termination, Charges due to the Company (both those due at the date of termination and all future payments) shall immediately be payable. The Company shall be at liberty to charge interest on such sums outstanding at the rate of 4% per annum above the Bank of England base rate.

EARLY CANCELLATION

5. With regards to a three year (or longer) Agreement, the Client shall have the right to cancel the Agreement by giving at least Three months prior notice in writing expiring on the anniversary of the Commencement date. In the event of such early cancellation the Client shall on the anniversary of the commencement date, immediately pay to the Company a sum equal to one half of the remaining Charges which would be due to the Company.
The parties agree and take confirm that the payment so due to the Company on the early cancellation is a genuine pre-estimate of the loss which the Company will suffer as a consequence and takes into account the recourses and expenses already incurred by the Company in providing the Service over the contract term

GENERAL

6. (a) No other condition or modification to this Agreement shall be binding on the Company, unless the Company agrees thereto in writing and the Company shall not be deemed to accept such other conditions, or modifications herein contained by failure to object to any matters contained in any communication from the Client.
(b) The Client shall not be entitled to withhold the whole or any payments due to the Company hereunder on account of any claim, right of set off, counterclaim, equitable right, dispute, or potential dispute which it may have or which it considers it may have against the Company.
(c) This Agreement is personal to the Client and shall not, nor shall any rights under it, be assigned by
the Client without prior consent of the Company.
(d) This Agreement contains the entire Agreement between the parties with regards to its subject matter and save for fraudulent misrepresentations supersedes all previous Agreements and understandings between the parties and the Client acknowledges that in entering into this Agreement it does not do so on the basis of any representation warranty or other provision save as expressly provided herein.
(e) The Company shall in no circumstances be liable to the Client for any economical loss or damage howsoever arising. Otherwise, the Company’s liability in the provision of the Service is limited to the extent that is covered by the insurance policy taken out by it and operative at the time liability accrues. Details of the Company’s present insurance policy is available on request. If the Client requests additional insurance the Company will take reasonable steps to obtain it on the Client’s behalf and at the Client’s expense

TERMS OF ENGAGEMENT

7. The following terms of engagement shall constitute express terms of this Agreement: -
(a) All procedures, documentation, and reports shall be examined and prepared in the context of the law at that time and on the basis if matters disclosed to the Company by the Client as material, and the Company accepts no responsibility for changes in the law which may affect the conclusion and/or recommendation of the report, or the contents of any procedures or documentation or for any losses or damage suffered to the Client arising out of a failure by the Client to disclose material fact or circumstances.
(b) The Company hereby excludes all liability in respect of any claim arising out of any alterations to, or modification of, a Client’s procedures, working practices and/or conditions prevailing at the time of the Company’s investigation, examination and/or interviews unless such alterations and /or modifications are made on the Company’s recommendation or with its express knowledge and consent.

WASTED JOURNEYS

8. In the event of the Client or its employee failing to attend appointments, or suitable cancellation arrangements made, the Company reserves its right to charge for any costs incurred

DECLARATIONS

9. If the Client fails to accurately declare the full extent of the operation upon which he expects the Company to advise, the Company reserves the right to adjust the charges made or to restrict the services made available to the Client

COPYRIGHT

10. Copyright will vest in the Company as regards all reports, manuals, risk assessments and al other information and materials supplied to the Client and whether in written or electronic form. Infringement of copyright by the Client shall entitle the Company to terminate the Agreement forthwith.

THIRD PARTY RIGHTS

11. This Agreement does not create any right enforceable by a person not a party to it, except a person who is the permitted successor to, or agreed assignee of, the right of a party of this agreement.

JURISIDICTION

12. This Agreement shall be governed an construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.