These terms and conditions, together with the proposal document we will send to you, contain the terms and conditions upon which we will provide services to you. Please read these documents carefully.

Definitions

    1. In the Agreement:

“Agreement” means the agreement between the parties, incorporating these terms and conditions and the Proposal, and any amendments to it from time to time;

“Charges” means the charges specified in the Proposal, including any additional payments specified therein;

“Confidential Information” means Our Organisation’s Confidential Information and Your Organisation’s Confidential Information:

“MW Volt (We)” means MW Volt Ltd (Company Reg. No. 11640219), which has its registered office at Flat 9, Curie Gardens, Pasteur Close, London, United Kingdom, NW9 5JF;

“Our Organisation’s Confidential Information” means any:

      1. information disclosed (whether disclosed in writing, orally or otherwise) by us to you that at the time of disclosure:
  1. is marked as “confidential”;

II is described by us as “confidential”; or

III should have been reasonably understood by you to be confidential to us (which, for the avoidance of doubt, may include Third Party Confidential Information); and

      1. the financial terms of the Agreement;

“Customer” means your organisation for the Services under the Agreement identified in the Proposal;

“Customer’s Confidential Information” means:

  1. any information disclosed (whether disclosed in writing, orally or otherwise) by you to us that at the time of disclosure:
  2. is marked as “confidential”;

II is described by the Customer as “confidential”; or

III should have been reasonably understood by us to be confidential to you; and

  1. the Third Party Confidential Information;

“Expenses” means the travel, accommodation, subsistence and meeting expenses that are reasonably necessary for, and incurred by us exclusively in connection with, the performance of the our obligations under this Agreement;

“Intellectual Property Rights” means all intellectual property rights wherever in the world,  whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Project” means the project detailed in the Proposal that is the subject of the Agreement;

“Proposal” means the proposal document issued by us and agreed by or on behalf of each party, setting out the particulars of the Project, Services and Charges;

“Property” means the property and chattels handled upon the Customer’s instructions and further identified in:

  1. the Proposal; or
  2. another written document agreed by or on behalf of each of the parties;

“Services” means the services provided or to be provided by us to the Customer under the Agreement; and

“Third Party Confidential Information” means any information disclosed in confidence to us by a third party pertaining to the Project and/or the Customer.

Terms of Agreement

    1. The Agreement will come into force upon the execution of the Proposal.
    2. The Agreement will continue in force indefinitely, unless and until terminated in accordance with the provisions of Clause 8.
    3. From time to time during the term of the Agreement the parties may agree that we shall provide additional Services to the Customer. Unless the parties have agreed otherwise, such Services shall be subject to Charges at the Freight Forwarder’s time-based charging rate specified in the Proposal )or a separate Proposal will be produced and signed by the parties).

Services

 

    1. We will perform the Services with reasonable care and skill.
    2. We will devote such of its personnel’s time, attention and abilities to the Project as may be necessary for its satisfactory and timely completion.
    3. The Customer will provide to us all such cooperation, information and documentation as may be reasonably requested by us to enable us to perform its obligations under the Agreement. The specification of required documentation / information is provided in the Proposal.
    4. The Customer acknowledges that the performance of the Services may require the cooperation of third parties, and that we will not be liable or responsible in respect of any failure to perform the Services arising out of the non-cooperation of the Customer and/or any third party.
    5. Subject to Clause 3.4, we will use reasonable endeavours to provide the Services to the Customer in accordance with the timetable set out in the Proposal, providing that time shall not be of the essence in relation to the timetable for provision of the Services.
    6. We may suspend the provision of Services in the event that:
    7. Our personnel are unable to perform the relevant Services as a result of illness or incapacity; or
    8. we reasonably determine that it has a conflict of interest relating or any other action leading to a frustration of the agreement. In this case, we shall retain the right to agreed charges as per work done and completed.

Charges

    1. The Customer will pay the Charges and Expenses to us in accordance with the provisions of this Clause 4.
    2. We may issue invoices for the Charges and Expenses to the Customer in accordance with the terms of the Proposal, providing that if invoicing arrangements are not specified in the Proposal invoices may be issued from time to time during the term of the Agreement at our discretion.
    3. The Customer will pay amounts due to us under the Agreement within 5 working days of the date of receipt by the Customer of an invoice issued in accordance with Clause 4.2.
    4. All amounts stated in the Proposal or in relation to the Agreement are, unless the context requires otherwise, stated exclusive of value-added taxes. The Customer must pay applicable value-added taxes to us in addition to the principal amounts if we issue a Vat invoice.
    5. If the parties have agreed in writing to a budget relating to the Services, then any Charges in excess of that budget accrued by us in performing Services will not be recoverable by us without the written consent of the Customer. For the avoidance of doubt, an estimate of the time or cost of the provision of Services given by us to the Customer shall not constitute a budget for the purposes of this Clause 4.5.
    6. For the avoidance of doubt, if Charges are calculated on a time-incurred basis, then all work performed shall be chargeable, including without limitation time spent at face-to-face and telephone meetings, preparation for meetings, research and other Services-related work.
    7. The Customer shall reimburse us in respect of any reasonable expenses, providing that we must obtain the prior written authorisation of the Customer before incurring any Expenses exceeding such limitations as may be agreed in writing by the parties from time to time and / or specified in the Proposal
    8. If the Customer does not pay any amount properly due to us under this Agreement, we may:
    9. charge the Customer interest on the overdue amount at the rate of 5% per annum above the base rate of the Bank of England from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
    10. claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
    11. The Customer acknowledges that Charges and Expenses must be paid to us regardless of the outcome of the Project.

Intellectual Property Rights

    1. We hereby assign to the Customer all of its existing and future Intellectual Property Rights in the Reports, each such assignment being effective upon the delivery of the relevant Report to the Customer.
    2. The assignment in Clause 5.1 is for the full term of the assigned rights, including all extensions, renewals, reversions and revivals, and includes the right to bring proceedings for past infringement of the assigned rights.

Warranties

    1. We warrant to the Customer that:
    2. We have full power to enter into the Agreement and to perform its obligations under the Agreement; and
    3. Our services will not:
    4. breach the provisions of any law, statute or regulation;

II infringe the Intellectual Property Rights or other legal rights of any person; or

III give rise to any cause of action against the Customer.

 

  1. The Customer warrants to us that the Customer has full power to enter into the Agreement and to perform its obligations under the Agreement.
  2. The Customer acknowledges that the outcome of the Services may not be in the control of us and, unless the Proposal expressly provides otherwise, we do not warrant or represent that the Services will lead to any particular outcome. In particular, we cannot and do not guarantee that any attempt to achieve the performance will be successful, for example due to force majeure circumstances or the performance of third parties.
  3. All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into this Agreement or any related contract.

Limitations and exclusions of liability

    1. Nothing in the Agreement will:

 

      1. limit or exclude the liability of a party for death or personal injury resulting from negligence;
      2. limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
      3. limit any liability of a party in any way that is not permitted under applicable law; or
      4. exclude any liability of a party that may not be excluded under applicable law.

 

  1. The limitations and exclusions of liability set out in this Clause 7 and elsewhere in the Agreement:
  2. are subject to Clause 7.1; and
  3. govern all liabilities under the Agreement or in relation to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
  4. We will not be liable to the Customer in respect of any loss of profits, income, revenue, use or anticipated savings.
  5. We will not be liable to the Customer for any loss of business, contracts or commercial opportunities.
  6. We will not be liable to the Customer in respect of any loss or corruption of any data, database or software.
  7. We will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
  8. Our liability to the Customer in relation to any event or series of related events will not exceed the greater of:
  9. GBP 1,000; and
  10. the total amount paid and payable by us to the Customer under the Agreement in respect of the 12 month period preceding the commencement of the event or events.
  11. Our aggregate liability to the Customer in relation to any event or series of related events will not exceed the greater of:
  12. GBP 5,000; and
  13. the total amount paid and payable by us to the Customer under the Agreement.

Termination

  1. Either party may terminate the Agreement at any time by giving at least 1 month’s written notice to the other party unless there is a fixed period of the contract specified in the Proposal.
  2. Either party may terminate the Agreement immediately by giving written notice to the other party if the other party commits any material breach of any term of the Agreement.
  3. Either party may terminate the Agreement immediately by giving written notice to the other party if:

 

  1. the other party:

I is dissolved;

II ceases to conduct all (or substantially all) of its business;

III is or becomes unable to pay its debts as they fall due;

IV is or becomes insolvent or is declared insolvent; or

V convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

  1. an administrator, administrative receiver, liquidator, receiver,  trustee, manager or similar is appointed over any of the assets of the other party;
  2. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up; or
  3. (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
  4. We may terminate the Agreement immediately by giving written notice of termination to the Customer if we reasonably determine that:
  5. it has a conflict of interest relating to the Services; or
  6. the Customer or any officer, employee, agent or representative of the Customer has engaged in unlawful or unethical conduct in relation to the subject matter of the Project.

Effects of termination

  1. Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 4.8, 7, 9, 10 and 11.
  2. Termination of the Agreement will not affect either party’s accrued liabilities or rights (including accrued rights to be paid) as at the date of termination.

Confidentiality

  1. Neither party will disclose the Confidential Information of the other party, and each party will protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
  2. Confidential Information of a party may be disclosed by the other party to the other party’s employees, officers, insurers and professional advisers, provided that the recipient is legally bound to maintain the confidentiality of the Confidential Information received.
  3. The obligations and restrictions set out in this Clause 10 shall not apply to:
  4. Confidential Information that is or has become publicly known other than through a breach of an obligation of confidence;
  5. Customer Confidential Information that was in our possession al Information that was in the possession of the Customer prior to disclosure by us;
  6. Customer Confidential Information that was received by us, and Our Confidential Information that was received by the Customer, from an independent third party who had full right of disclosure; or
  7. Confidential Information that was required to be disclosed by a governmental authority or regulatory body.

General

  1. No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
  2. If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect.
  3. Nothing in the Agreement will constitute a partnership or employment or agency relationship between the parties.
  4. The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
  5. Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any rights or obligations under the Agreement.
  6. We may only subcontract its obligations under the Agreement without the prior agreement of the Customer.
  7. The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
  8. Subject to Clause 7.1:
  9. the Agreement will constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter;
  10. neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement; and
  11. neither party will have any liability other than pursuant to the express terms of the Agreement.
  12. The Agreement will be governed by and construed in accordance with English law; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement, however alternative dispute resolution is applicable as the first choice in case of any disagreement between the parties.


Proposal

 

The Customer:
The Project description:
The Services:
Timetable for Services:
Our

Charges:
Invoicing date(s):

 

The parties have indicated their acceptance of the Agreement (incorporating this Proposal and the Terms and Conditions) by signing below.

 

SIGNED by …………………………………………..duly authorised for and on behalf of the Customer

……………………………………………………………

on 03.01.2019

 SIGNED by ………………………………………………duly authorised for and on behalf of the Customer

……………………………………………………………

on ……………………………………………………………