Infocorp Ltd. - Terms & Conditions

1. Definition
   • 'Goods means any goods and/or services provided by the Company as ordered by the Client.
   • 'Company' means Infocorp Ltd.
   • 'Client' means the person, firm or company placing an order with the Company.
   
   
2. Application
   These Terms and Conditions apply to any provision of services or materials by the Company to the Client.
   
   
3. Formation of Contract
   All Goods sold by the Company are sold subject to the Company’s standard Terms and Conditions (as detailed below) which form part of the Client’s contract with the Company. Terms and Conditions on the Client’s order form or other similar document shall not be binding on the Company.
   
   
4. Quotations
   The prices, quantities and delivery time stated in any quotation are not binding on the Company. They are commercial estimates only which the Company will make reasonable efforts to achieve.
   
   
5. Right to Sub Contract
   Subject to informing or obtaining such consent of the Client, the Company shall be entitled to sub-contract all or any part of the work.
   
   
6. Timetable
   The Company will use its best endeavors to supply the services or materials to the Client within the quoted time but time will not be of the essence of the contract.
   
   
7. Copyright
   The Client acknowledges that the right to the Goods are owned by the Company and that the Goods are protected by UK copyright laws, international treaty provisions and all other applicable national laws.
   
   
8. Risk of Loss
   The risk of loss or damage to the Goods shall pass to the Client upon delivery of the Goods.
   
   
9. Payments
   
   • All invoices of the Company shall be paid within thirty (30) days of the date of invoice unless otherwise agreed in writing by the Company. In the event of late payment, the Company may charge interest on the amount outstanding before and after judgment at the rate of four (4) percent above the Base Rate of the Bank of Scotland in force from time to time from the due date until the date of payment.
   • If any amount of the invoice is disputed by the Client, the Client shall inform the Company in writing of the grounds for such dispute within seven days of delivery of the invoice and shall pay to the Company the value of the invoice less the disputed amount in accordance with these payment terms.
   • Where the Company requires payment of a deposit, the Client acknowledges that the deposit is not returnable.
   • All fees are exclusive of value added tax (VAT), which will be added to invoices where appropriate.
   • The Company reserves the right to increase a quoted fee in the event that the Client requests a variation to the work agreed.
   
   
10. Cancellation
    Any order, once confirmed by the Company, is not cancelable. Cancellation of the Order by the Client will only be accepted on condition that any costs, charges and expenses already incurred, including any charges that will be levied by any sub contractor on account of their expenses, work or cancellation conditions will be reimbursed to the Company forthwith.
    
    
11. Delivery
    
    • Delivery by the Company will be deemed to have taken place when the materials are handed to the custody of the Client at his premises or to a deputed messenger or courier when posted. The Company will be entitled to charge the Client for any expenses of delivery.
    • If an order is, at the Client’s request, sent electronically, the time recorded on the sending equipment shall be deemed the time of delivery, system delays notwithstanding (please note electronic dispatch can be provided only on request and at the Client’s risk. The Company reserves the right to substitute conventional delivery methods without notice or penalty should electronic dispatch prove inconvenient).
      
      
12. Notice
    All written notices to be served on or given to the Client shall be sent or delivered to the Client’s principle place of business and shall be treated as having been given upon receipt.
    
    
13. Losses or Damage to Supplies
    The Company will take all reasonable steps to ensure the protection from loss, damage or destruction of the services or materials it supplies to the Client (or which may be received from the Client).



14. Usage of the Services or Materials
    The Client shall bear responsibility for ensuring that all usage of Goods or information supplied by the Company is in accordance with and does not contravene any Data Protection or other laws, regulation or other trade customs and practices. The Company bears no liability for any omissions or faults in these respects.
    
    
15. Confidentiality
    Both parties shall maintain strict confidence and shall not disclose to any third party any information or material relating to the other or the other’s business which comes into that party’s possession and shall not use such information and material. This provision shall not, however, apply to information or material which is or becomes public knowledge other than by breach by a party of this clause.
    
    
16. Employment of Personnel
    Subject to the prior written consent of the Company the Client shall not induce to employ, whether as an employee, agent, partner or consultant, any employee of the Company directly associated with the delivery of the Goods.
    
    
17. Warranty
    
    • The Company warrants that it has the right to provide the Goods but otherwise the Goods are provided on an ‘as is’ basis without warranty of any kind, express or implied, oral or written including, without limitation, the implied conditions of merchantable quality, fitness for purpose and description, all of which are specifically and unreservedly excluded. In particular, but without limitation, no warranty is given that the Goods are suitable for the purposes intended by the Client.
    • The Company warrants that the Goods will be supplied using reasonable care and skill. The Company does not warrant that the Goods supplied are error free, accurate or complete.
    • Both parties warrant that they are registered under the Data Protection Act in respect of the collection, processing and use of the Goods if the Client supplies data to the Company or requires the Company to supply data to the Client. Each party will comply with the Act including but not limited to its obligations in respect of any personal data which it may supply to or receive from the other party.
    • The Client acknowledges that the Company is required to uphold at all times, in letter and spirit, the MRS Code of Conduct.



18. Limitation of Liability
    
    • The Company shall not be liable for any claim arising out of the performance, non-performance, delay in delivery of or defect in the Goods nor for any special, indirect, economic or consequential loss or damage howsoever caused (including loss of profit or loss of revenue) whether from negligence or otherwise in connection with the supply, functioning or use of the Goods. Any liability of the Company shall in any event be limited to using it’s best endeavors to correct the error or inaccuracy and provide replacement Goods at it’s cost and for the fees agreed with the Client for the Goods.
    • Nothing herein shall limit either party’s liability for the death or personal injury arising from the proven negligence by itself or it’s employees or agents.
    • The Client shall fully indemnify the Company against any liability to third parties arising out of the Client’s use of the Goods.
    
    
19. Force Majeure
    The Company will not be liable to the Client for any loss or damage suffered by the Client as a direct result of the Company, it’s sub contractors or other service or material being unable to perform the Contract in the way agreed by reason of cause beyond it’s control including Act of God, accident, war, riot, lockout, strike, flood, fire, power failure, breakdown of plant or machinery, delay in transit, postal delay, or any other unexpected or exceptional cause or circumstance.
    
    
20. Governing Law
    These Terms and Conditions shall be subject to and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.