INSPIRED ERGONOMICS LTD
STANDARD BUSINESS TERMS AND CONDITIONS 2023
TERMS OF SERVICES
1. DEFINITIONS
In this document the following words shall have the following meanings:
1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable Specification Document
1.2 “Contract” means this contract
1.3 “Customer” means the organisation or person who purchases goods and services from the Supplier;
1.4 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable
1.5 “Services” means services provided by Inspired Ergonomics, as outlined in the proposal document
1.6 “Specification Document” means a statement of work, Quotation, Order Acknowledgement or other similar document describing the goods and services to be provided by the Supplier;
1.7 “Supplier” means Inspired Ergonomics (trading as Inspired Ergonomics) of 8 Hermitage St, Paddington, London W2 1BE
2. GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer
2.2 When requested, the Supplier shall submit to the Customer a Specification Document (services proposal) which shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customerdoes not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions
2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services
2.4 The Company shall perform the Services with the skill and care to be expected of a trained ergonomist offering the same or similar services. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract
3. PRICE AND PAYMENT
3.1 The price for the supply of goods and services are as set out in the Proposal Document which is sent to the customer beforehand or as set out in the Supplier’s current price list (advised via email), available on request. The Supplier shall invoice the Customer, if a company, at the end of each month for the services provided. For individuals, the services will be invoiced at the time of booking, for payment before the service can be provided
3.2 All prices quoted are exclusive of VAT and all other indirect taxes, duties and levies, which must be paid by the Customer
3.3 Invoiced amounts shall be due 30 days from the date of invoice for companies (or on receipt for individuals). The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due until the date of payment at a rate of 3.00%per annum above the base rate of the Bank of England. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied. If it isn’t received before the service is provided, Inspired Ergonomics are entitled to be paid for the invoice supplied without the purchase order number
3.4 The Company may suspend its Services if an invoice is unpaid for two months or more. The Company may terminate the Contract without further notice in the event of persistent late payment or two or more invoices are outstanding beyond their due dates (either event being a Breach). All sums payable to the Company under the Contract will become due immediately on its termination. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract
3.5 Prices will be fixed on an annual basis. If the services are renewed, then the Supplier can increase the costs annually in line with Retail Price Index
4. SPECIFICATION OF THE GOOD
4.1 All goods or services shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt, no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract
5. CUSTOMER`S OBLIGATION
To enable the Supplier to perform its obligations under this Agreement the Customer shall:
5.1 Co-operate with the Supplier;
5.2 Where the Services require a Customer or Person to provide data to the Supplier or any agent acting on their behalf, the Customer or Person shall, if they provide it, be solely responsible for its accuracy and completeness
5.3 Provide the Supplier with any information reasonably required by the Supplier
5.4 Any confidential information supplied by one party to the other in any form (other than information previously in the public domain), including personal information concerning a Person, is supplied in confidence, and must not be used by the other for any other purpose than performance of the Services. For these purposes, confidential information means information designated as confidential or of an obviously confidential nature. Any such information must not be disclosed to any other person without the originating party’s prior express written consent
5.5 Obtain all necessary permissions and consents which may be required before the commencement of the services; and
5.6 Comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties
5.7 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the goods and services agreed to in the Specification Document, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days, or as per the specification document, whichever is greater, written notice the full amount of the goods and services contracted for as set out in the Specification Document, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause
6. SUPPLIER’S OBLIGATIONS
6.1 The Supplier shall have no liability in respect of any delay to the completion of any project
6.2 If applicable, the timetable for the project will be modified accordingly
6.3 The Supplier shall notify the Customer at the same time if it intends to make any claim for eligible costs or expenses as agreed to in writing by the Customer.
6.4 The Supplier shall maintain in force during the provision of the Services and (in the case of professional indemnity insurance cover and public liability insurance cover) for one year after the completion of the provision of the Services full and comprehensive insurance policies for professional indemnity insurance cover, and public liability insurance cover (“Insurance Policies”) with a reputable insurance company
6.5 The Supplier shall comply with its obligations under the Data Protection Act 2018 and the UK GDPR and with its data protection policy (copy available on request), each as may be amended from time to time;
7. ALTERATIONS TO THE SPECIFICATION DOCUMENT
7.1 The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed goods and/or service, price and any other terms agreed between the parties
7.2 The Customer may at any time request alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations and agreement by both parties, the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties
7.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed
7.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms. Where the Customer fails to respond to such communication within a reasonable period, as set out in the communication, the Supplier has the right to assume that the contents have been agreed by the Customer
8. INDEMNIFICATION
8.1 Each Party shall indemnify the other against all claims, costs and expenses which the other Party may incur and which arise, directly or indirectly, from the defaulting Party’s breach of any of its obligations under this Agreement, including any claims brought against the Customer alleging that any goods and/or services provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party
9. LIMITATION OF LIABILITY
9.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of each party to the other party in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer for the services to which the claim relates. This limitation of liability shall apply to the indemnity in clause 8.1, except in respect of any claim, costs or expenses that the Buyer may incur arising from any allegation made by a third party of intellectual property rights infringement in respect of good or services provided under this Agreement, which shall remain unlimited
9.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable, or the Supplier had been made aware of the possibility of the Customer incurring such a loss
9.3 Nothing in this Agreement shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents, or sub-contractors
10. TERMINATION
10.1 Unless otherwise agreed, the term of the Contract shall be one year, renewed automatically on each anniversary unless three months’ written notice has been provided by the Customer to confirm the termination of the contract at the end of its term
10.2 The Contract may be terminated by either party, no sooner than the 1st anniversary of the Contract or in the case of a Breach by the other party. Either party may terminate this Agreement forth with by notice in writing to the other if:
10.3 The other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
10.4 The other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
10.5 The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
10.6 The other party ceases to carry on its business or substantially the whole of its business; or
10.7 The other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets
10.8 The Supplier reserves the right to terminate the Contract for any reason with a period of three months’ written notice
11. CANCELLATION
11.1 The Customer shall notify the Supplier of a cancellation no later than 5 working days before the scheduled date of the provision of the Services where the agreed timeframe for the work has been agreed for a half or full day’s work
11.2 The Customer shall notify the Supplier of a cancellation no later than 2 working days before the scheduled date of the provision of any other of the Services
11.3 The Customer shall notify the Supplier of a cancellation to the online tool annual renewal licence period no less than 3 months before the renewal date. Failure to cancel will result in an automatic renewal of the annual licence for an additional year
12. INTELLECTUAL PROPERTY RIGHTS
12.1 All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties
12.2 The Company retains all intellectual property in all, and any materials delivered or used by it in the performance of the services (“the Materials”)
12.3 The Buyer shall not use the Materials otherwise than in connection with the Services (“the Permitted Use”)
12.4 The Buyer shall procure the return of the Materials to the Company upon request following any termination of the Contract, where applicable
12.5 The Company will indemnify the Buyer against all liabilities, damages, costs, and expenses (“Losses”) arising from a claim that the Company’s Permitted Use infringes the rights of any third party
12.6 The Buyer will indemnify the Company in respect of Losses arising from its use of the Materials which is not a Permitted Use
13. FORCE MAJEURE
14. INDEPENDENT CONTRACTORS
14.1 The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties
14.2 The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement, Data protection legislation or any applicable Specification Document
15. ASSIGNMENTS
15.1 The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier
16 DATA PROTECTION
16.1 The Parties acknowledge that for the performance of this agreement, both parties are data controllers in their own right and have entered or will enter into a data sharing agreement. Both parties are responsible for complying with the data protection legislation held by the UK and, if applicable, that relating to the jurisdiction of the Customer
16.2 Notwithstanding legislative territorial scope, both parties shall ensure appropriate technical and organisational measures are in place via the applicable legal frameworks (e.g. UK IDTA, EU SCCs and Addendum, BCRs etc.) and appropriate data sharing or data processing agreements in order to protect against unauthorised or unlawful processing of personal data or accidental loss of, destruction of or damage to the data
17. SEVERABILITY
17.1 If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated
18. WAIVER
18.1 The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement
18.2 No waiver by the Supplier (whether express or implied) in enforcing any of its rights under this contract shall prejudice its rights to do so in the future
19. NOTICES
19.1 Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post
20. ENTIRE AGREEMENT
20.1 This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties
21. NO THIRD PARTIES
21.1 Nothing in this Agreement is intended to, nor shall it confer any rights on a third party whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise
22. GOVERNING LAW AND JURISDICTION
22.1 This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts. Insofar as any of the Services are delivered or received in a country other than England or Wales, such delivery or receipt shall be deemed to have occurred in England or Wales