It is agreed that the following terms and conditions together with the Terms of Engagement (“the Agreement”) set out the entire and only agreement made between you (“the Customer”) and Beverley Brown trading as Sidekick (“the Supplier”) and no variation or modification of this Agreement shall be effective unless it is agreed by both parties in writing.
Any work of any description undertaken by the Supplier in delivering the Services shall be subject to the following terms and conditions.
Business Day: means any day other than a Saturday, Sunday or a public holiday in Northern Ireland;
Confidential Information: means any information and/or data disclosed by the disclosing party to the receiving party that is designated as “confidential” or which by its nature is clearly confidential or any information of a confidential or proprietary nature (irrespective of the form of presentation or communication including, but not limited to, computer software and data, physical objects and samples) relating to the business, operations, customers, processes, budgets, pricing policies, product information, know-how or strategy of the disclosing party;
Services: the services detailed in the Terms of Engagement;
Territory: means Northern Ireland;
Terms of Engagement: means a document to be provided by the Supplier to the Customer detailing the services to be provided and the costs of same.
- Supply of Services
- The Supplier shall supply the Services to the Customer within the Territory. The Supplier’s normal working hours are 8am-5pm Monday to Friday (excluding bank holidays)
- The Supplier shall use all reasonable endeavors to meet any performance dates specified by the Customer but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
- The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement or which do not materially affect the nature or quality of Services.
- The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
- Charges and Payment
- 2.1 The fees for the Services shall be detailed in the Terms of Engagement.
- 2.2 the Supplier reserves the right to increase its standard hourly fee and the Supplier will give the Customer written notice of any such increase 30 days before the proposed date of the increase.
- 2.3 Any Services provided outside a Business Day will be charged at an additional rate, to be detailed on the Terms of Engagement.
- 2.4 The Supplier shall be entitled to charge the Supplier for any expenses incurred by the Customer in connection with the Services including but not limited to travelling expenses (mileage will be charged at 45p per mile), hotel costs, subsistence and any associated expenses and for the cost of services provided by third parties.
- The Supplier shall invoice the Customer on completion of the Services.
- 2.6 Where the fees are not received by the Customer within 30 days the Customer agrees to pay the Supplier interest, on the basis set out in Clause 2.8 in addition to the outstanding fees.
- 2.7 Interest will be charged on the outstanding fees, at an annual percentage rate of 8% over the Bank of England’s Base Rate calculated on a daily basis, for each day that the fees are outstanding.
- Customer’s Obligations
- The Customer shall;
- Ensure that the Services requested of the Supplier are complete and accurate and the Supplier has been briefed on all material aspects to enable them to commence work;
- Provide the Supplier, its employees, agents, consultants and sub-contractors with access to the Customer’s premises and other facilities as reasonably required by the Customer;
- Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services.
3.2 The Supplier shall not be liable for non-performance of the Services if they are supplied with incomplete and/or inaccurate information or materials
- 4.1 Neither party will disclose to any third party, nor use for any purpose except as expressly permitted by these Terms and Conditions, any Confidential Information belonging to the other party.
- 4.2 Neither party will be in breach of any obligation to keep any Confidential Information of the other party confidential or not to disclose it to any third-party to the extent that it:
- was rightfully in the receiving party’s possession prior to disclosure to it by the other party;
- is already public knowledge or which becomes so at a future date (otherwise than as a result of breach of this Clause 4);
- is received from a third party who, to the knowledge of the receiving party, is not under an obligation of confidentiality in relation to the information;
- is developed independently without access to, or use or knowledge of, the confidential information, or
- is required to be disclosed by operation of law, or court order.
5.1 Either party may terminate the supply of Services with immediate effect.
5.2 On termination, the Customer shall pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest in respect of the Services supplied together with payment for any works carried out up to and including the date of termination upon presentation of an invoice.
- Force Majeure
6.1 The due performance of this agreement is subject to alteration or cancellation by either party owing to any cause beyond their reasonable control e.g. sudden illness or injury. The Supplier shall not be liable for any loss or damage caused by acts outside its control.
- Any modification or deletion of a provision or part provision under these terms and conditions shall not affect the validity and enforceability of the reset of these terms and conditions.
- Limitation of Liability
- 8.1 Nothing in these Terms and Conditions shall limit or exclude the Supplier’s liability for death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors.
- 8.2 the Supplier will not be liable to the Customer whether in contract, tort, breach of statutory duty or otherwise, arising under or in connection with these terms and conditions for:
- any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
- any special, indirect or consequential loss or damage.
- 9. Third Parties
- 9.1 the Supplier shall not be liable for any loss or damage whether direct or indirect arising from third party products or service providers.
- 10. Complaints
- 10.1 The Supplier is committed to providing a quality service and product to the Customer. However, if the Customer is dissatisfied, any complaints should be raised in writing within 28 days of receiving any products purchased.
- 11. Data Protection
- 11.1 The Supplier respects your privacy and is committed to protecting your personal data and keeping it safe. It is our aim to be clear about how we collect, process and look after your personal data. We only collect the information that we need or that you agree we can collect, and will never sell your data or share it with a third party without your express authorisation, or if it is required by law.
- 12. Third Party Rights
- 12.1 A person who is not a party to this agreement will not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.
- 13. Governing Law
- 13.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of Northern Ireland.
- 14. Jurisdiction
- 14.1 Each party irrevocably agrees that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions.