TERMS OF BUSINESS
Terms applicable to all services
1. INTERPRETATION
Charges |
The amount to be paid by the Customer, in Great British Pounds Sterling, to Adastra Technology Ltd as set out in the Services Order. |
Contract |
The Customer's Services Order and Adastra Technology Ltd acceptance of it. |
Customer |
The person, firm or company who purchases Services from Adastra Technology Ltd. |
Intellectual property Rights |
All copyright, design rights (registered and unregistered), patents, trade marks, service marks, database rights, together with any and all other intellectual property rights of any nature, whether registered or unregistered, and arising in any jurisdiction. |
Services |
The Services to be provided by Adastra Technology Ltd under the Services Order. |
Services Order |
The document agreed by the Customer and Adastra Technology Ltd confirming the Services to be provided to the Customer by Adastra Technology Ltd. |
Supplier |
Adastra Technology Ltd |
2. APPLICATION OF CONDITIONS
- These conditions shall:
(a) apply to and be incorporated in the Contract;
(b) prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer's Services Order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
- 2.2 Any variation of the Services Order shall be in writing and signed by or on behalf of the parties.
3. DURATION
3.1 The Services will commence on the date stated in the Order Acknowledgement by Adastra Technology Ltd and will continue until completion of those Services, unless terminated earlier in accordance with these Terms.
4. PERFORMANCE
4.1 Whilst Adastra Technology Ltd shall use all reasonable endeavours to deliver the Services by any agreed dates, although the Customer accepts that such timescales are estimates only. Accordingly, Adastra Technology Ltd shall not be liable for any delays in the provision of the Services.
4.2 Adastra Technology Ltd shall use reasonable endeavours to provide the Services in accordance with the Services Order.
5. CUSTOMER'S OBLIGATIONS
5.1 The Customer accepts responsibility for the way in which it uses the Services.
5.2 The Customer must when requested by Adastra Technology Ltd, provide any information required to comply with the provision of the Services.
5.3 The Customer must when requested by Adastra Technology Ltd, provide direct access to hosting account of their website to enable Adastra Technology Ltd provide the Services.
5.4 The Customer shall not, without prior written consent of Adastra Technology Ltd, at any time from the date of the Contract to the expiry of 12 months after the completion of the Services, solicit or entice away from Adastra Technology Ltd or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of Adastra Technology Ltd.
6. CHARGES AND PAYMENT
6.1 In consideration of Adastra Technology Ltd performance of the Services, the Customer shall pay Adastra Technology Ltd the Charges.
6.2 The Charges for the Services shall be the amount set out in the Services Order.
6.3 In addition to the Charges the Customer shall pay Adastra Technology Ltd, Value Added Tax and/or any other applicable sales taxes at their respective rates.
6.4 Unless and to the extent otherwise stated in the Services Order, the Customer shall pay each invoice submitted to it by Adastra Technology Ltd in full, and in cleared funds, within 10 days of receipt.
6.5 Without prejudice to any other right or remedy that Adastra Technology Ltd may have, if the Customer fails to pay Adastra Technology Ltd on the due date Adastra Technology Ltd may:
(a) charge interest on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of national Westminster Bank, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. Adastra Technology Ltd may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
(b) suspend all Services until payment has been made in full.
6.6 Time for payment shall be of the essence of the Contract.
6.7 All payments payable to Adastra Technology Ltd under the Contract shall become due immediately on termination of the Contract, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
6.8 Adastra Technology Ltd may, without prejudice to any other rights it may have, set off any liability of the Customer to Adastra Technology Ltd against any liability of Adastra Technology Ltd to the Customer.
6.9 Adastra Technology Ltd retain the right to alter or amend its charges at any time.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 Any and all Intellectual Property Rights arising in connection with performance of the Services are the exclusive property of Adastra Technology Ltd. Adastra Technology Ltd hereby licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services as is envisaged by the parties. If the Supplier terminates the Contract under condition 10.1, this licence will automatically terminate.
7.2 All information or materials supplied to Adastra Technology Ltd by the Customer in connection with the Services Order, together with all associated Intellectual Property Rights, will remain the property of the Customer.
7.3 The Customer hereby grants Adastra Technology Ltd a free licence to use all such information and materials for all purposes connected with the provision of the Services.
7.4 The Customer warrants that it has the right to:
a) disclose the information and materials referred to in Clause 7.2, and
b) grant the licence set out in Clause 7.3, and
the Customer agrees to defend, indemnify and hold Adastra Technology Ltd harmless from any and all demands, liabilities, losses, costs and claims, including legal fees incurred by (or asserted against) Adastra Technology Ltd and its third party suppliers, that may arise from or in connection with any allegation of infringement of Intellectual Property Rights of a third party arising due to Adastra Technology Ltd's possession or use of such information or materials.
8. CONFIDENTIALITY AND SUPPLIER
8.1 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by Adastra Technology Ltd or its agents, and any other confidential information concerning the business of Adastra Technology Ltd or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Customer's obligations to Adastra Technology Ltd, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.
8.2 Each party agrees to promptly deliver or destroy all materials and data in its possession or control that contain any Information upon the written request of the other party.
8.3 This condition 8 shall survive termination of the Contract, however arising.
8.4 Any person, firm or Company who deals directly or indirectly with the Company or with any of its subsidiary or associated companies or who supplies the Company or with any of its subsidiary or associated companies with any goods or services or types of services, or who has any other type of trading or business relationship with the Company or with any of its subsidiary or associated companies , or has done so previously within a period of 12 months, (whether or not such person, firm or company carries on the same or a similar business as the Company or any of its subsidiary or associated companies) hereby agrees and undertakes that it shall not induce or attempt to persuade, directly or indirectly, any employee of the Company or any of its subsidiary or associated companies (hereafter called the Employee) to leave his or her employment and/or to accept employment or engagement with it, both for the duration of any contract made with the Company pursuant to these General Terms & Conditions and for a period of 12 months following completion of such contract, or termination thereof by either party. For avoidance of doubt it is expressly agreed that the use of a recruitment or similar agency shall be regarded as a breach of this provision. If any person, firm or Company is in breach of this provision, it hereby agrees and undertakes to indemnify the Company and/or its subsidiary or associated companies against all claims, liabilities, costs, expenses and damages whatsoever arising wholly or partly, directly or indirectly, out of any such breach. Furthermore in the event that any person firm or company breaches this clause in any way it hereby agrees to pay to the Company a sum equivalent to 25% of the salary package/s of the Employee/s, to include any additional benefits including but not limited to cars, pensions, healthcare, commission, expenses and such other items as may reasonably be considered to make up the salary package of the Employee. This clause shall apply notwithstanding whether or not the Employee takes up employment with the person, firm or company in breach of this clause.
9. LIMITATION OF LIABILITY
9.1 The following provisions set out the entire financial liability of Adastra Technology Ltd, including any liability for the acts or omissions of its employees, agents and sub-contractors, to the Customer in respect of:
(a) any breach of the Contract;
(b) any use made by the Customer of the Services; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.3 Nothing in these conditions excludes the liability of the Supplier:
a) for death or personal injury caused by the Supplier's negligence; or
b) for fraud or fraudulent misrepresentation.
9.4 Subject to condition 9.2 and condition 9.3:
(a) Adastra Technology Ltd shall not be liable, whether in tort, including for negligence or breach of statutory duty, contract, misrepresentation or otherwise for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss or corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) the Supplier'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 the Contract shall be limited to 50% of the price paid for the Services.
10. Termination
10.1 Without prejudice to other rights, either party will have the right without notice to terminate the Service Order if:
(a) the other party commits a material breach and fails to remedy the breach within fourteen days of receiving written notice to do so; or
(b) the other party commits a material breach, and such breach is incapable of remedy; or
(c) the other party is the subject of a bankruptcy order or becomes insolvent or makes any arrangement or composition with or assignment for the benefit of its creditors or if any of the its assets are the subject of any form of seizure; or goes into liquidation, either voluntary or compulsory; or if a receiver or administrator is appointed; or
(d) the other party is the subject of proceedings in any jurisdiction which are equivalent (or similar) to the circumstances set out in Clause 10.1(c).
10.2 Termination of the Services Order, howsoever caused, will not affect the accrued rights of either party that may have accrued up to the date of termination.
11. FORCE MAJEURE
Adastra Technology Ltd shall have no liability to the Customer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier 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 suppliers or sub-contractors.
12. ENTIRE AGREEMENT
The Services Order contains the entire terms for the Services and supersedes all prior oral or written communications. It may not be amended except in writing, signed by authorised representatives of both parties.
13. GOVERNING LAW AND JURISDICTION
13.1 The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England.
13.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
13.3 Should any or part of any clause in these terms of business be found to be unenforceable in a court of law then the remainder of the terms of business will still remain in force.
Vat number GB977261777.