These terms of business shall apply to the provision by Ordered Company Limited (“we” or “us“) of our services (the “Services“) to you (the “customer” or “you“). These terms of business apply to the exclusion of all other terms and conditions.
Quotations – Any quotation issued by us is an offer to provide the Services as set out in that quotation to the customer, which is open for acceptance for 30 days from its date of issue, after which time such quotation will expire. A customer may accept our quotation in any manner (including in writing, by telephone or by the acceptance of our Services).
Charges and payment – Unless otherwise set out in our quotation, our charges are on a time and materials basis. As such, the charges set out in our quotations are expressed exclusive of (i) any applicable value added tax, (ii) any expenses incurred by us in the provision of the Services, and (iii) the cost of any materials used in the provision of the Services, each of which will be payable in addition by the customer. Our payment terms are seven days from the date of invoice. Ordinarily we will invoice monthly in arrears, with a final invoice being issued upon completion of the Services. All payments shall be made without any set off or withholding. If a customer fails to make any payment due to us, then:
the customer shall pay interest on the overdue amount at the rate specified by the Late Payment of Commercial Debts (Interest) Act 1998 and
we may suspend the provision of our Services to the customer.
Services – We shall provide the Services with reasonable skill and care. Any free services offered are subject to availability.
Ownership – No intellectual property rights or other property shall transfer from the customer to us or from us to the customer as a result of the provision of the Services. All documents / materials provided by the customer to us in connection with the provision of the Services shall remain the property of the customer.
Intellectual property - All intellectual property rights in or arising out of or in connection with the Services shall remain our property.
Confidentiality – Save as may be required by law, we shall not disclose any information provided by the customer to us in the provision of the Services and may only use such information to provide the Services to the customer. Where you are disclosing third party documents to us, you are responsible for obtaining the consent of such third parties, if such consent is required.
Limitation of liability – Nothing in these terms of business shall limit or exclude our liability for any liability which cannot be limited or excluded by law (including for death or personal injury caused by our negligence or for fraud). Subject to that:
We shall under no circumstances whatever be liable to the customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
Our total liability to the customer in respect of all other losses arising under or in connection with the provision of our Services (including, without limitation, for any loss or destruction of any documents / materials provided by the customer to us), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the aggregate amount of our charges for the defective Services.
Termination – either we or the customer may terminate the provision of our Services in the event that the other party commits a material breach of these terms or the other party becomes insolvent. We may also terminate the provision of our Services in the event that the customer fails to pay any amount when due. On termination for any reason:
(i) The customer shall immediately pay to us all of our outstanding unpaid invoices (together with any accrued interest) and, in respect of any Services supplied but for which no invoice has yet been submitted, we shall submit an invoice, which shall be payable by the customer immediately on receipt; and
(ii) We shall make available for collection (during normal office hours) any documents / materials provided by the customer.
In the event that the customer fails to collect those documents / materials within 30 days of being notified by us that the documents / materials are available for collection, then we may (at our option) arrange for those documents / materials to be delivered to the customer.
General – Neither we nor the customer may transfer any contract for the provision of our Services. No variation of these terms of business will be effective unless it is agreed in writing and signed by us. These terms of business and all contracts for the provision by us of the Services and any dispute or claim arising out of or in connection with these terms of business or our Services (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Scotland. Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms of business or any contract for the provision of our Services or its subject matter or formation (including non-contractual disputes or claims).