Terms & Conditions
1.1 These terms and conditions shall apply to the provision of Services by Results Corporation to the Client.
1.2 In the event of conflict between these terms and conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by Results Corporation in writing.
2. The Service
2.1 With effect from the Commencement Date Results Corporation shall, in consideration of the Fees being paid in accordance with the terms of payment, provide the services expressly identified in the Agreement.
2.2 Results Corporation will use reasonable care and skill to perform the services identified in the Agreement.
2.3 Results Corporation shall use all reasonable endeavours to complete its obligations under the Agreement, but time will not be of the essence in the performance of these obligations.
3.1 The Client agrees to pay the Fees in accordance with the terms of payment.
3.2 In addition Results Corporation shall be entitled to recover from the Client his reasonable incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.
3.3 The Client will pay Results Corporation for any additional services provided by Results Corporation that are not specified in the Agreement in accordance with Results Corporation’s then current, applicable daily rate in effect at the time of the performance or such other rate as may be agreed. Any charge for additional services will be supplemental to the amounts that may be due for the Expenses.
3.4 All sums payable by either party pursuant to the Agreement are exclusive of any value added or other tax or other taxes on profit, for which that party shall be additionally liable.
4.1 All payments required to be made pursuant to the Agreement by either party shall be agreed before Agreement commences without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law.
4.2 The time of payment shall be of the essence of these terms and conditions. If the Client fails to make any payment on the due date in respect of the price or any other sum due under these terms and conditions then Results Corporation shall, without prejudice to any right which Results Corporation may have pursuant to any statutory provision in force from time to time, have the right to charge the Client interest on a daily basis at an annual rate equal to the aggregate of 2 per cent and the base rate of Bank of England from time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement.
5. Variation and amendments
5.1 If the Client wishes to vary any details of the Agreement it must notify Results Corporation in writing as soon as possible. Results Corporation shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client.
5.2 If, due to circumstances beyond Results Corporation’s control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client forthwith. Results Corporation shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
6.1 Results Corporation may terminate the agreement forthwith if:
6.1.1 the Client are in breach of any of its obligations hereunder; or
6.1.2 the Client has entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with its creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of its undertaking or assets; or
6.1.3 the Client has become bankrupt or shall be deemed unable to pay its debts by virtue of Section 123 of the Insolvency Act 1986; or
6.1.4 the Client ceases or threatens to cease to carry on business; or
6.1.5 any circumstances whatsoever beyond the reasonable control of Results Corporation (including but not limited to the termination of the service through no fault of Results Corporation) arise that necessitate for whatever reason the termination of the provision of services.
6.2 In the event of termination under clause 6.1 Results Corporation shall retain any sums already paid to it by the Client without prejudice to any other rights Results Corporation may have whether at law or otherwise.
7.1 If Results Corporation fails to perform the service with care and skill it will carry out remedial action at no extra cost to the Client.
7.2 The Client shall indemnify Results Corporation against all damages, costs, claims and expenses suffered by Results Corporation arising from loss or damage to any equipment (including that of third parties) caused by the Client, or its agent or employees.
7.3 Results Corporation shall not be liable to the Client or be deemed to be in breach of these terms and conditions or the terms and conditions of the Agreement by reason of any delay in performing, or any failure to perform, any of Results Corporation’s obligations if the delay or failure was due to any cause beyond Results Corporation’s reasonable control.
7.4 [Where the Client consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Client shall be joint and several obligations of such persons.]
8. Force Majeure
8.1 Neither Results Corporation nor the Client shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Services, if the delay or failure was due to any cause beyond that party’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party’s reasonable control:-
8.2 act of God, explosion, flood, tempest, fire or accident;
8.3 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.4 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.5 import or export regulations or embargoes;
8.6 strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of either the Supplier or the Client or of a third party);
8.7 difficulties in obtaining raw materials, labour, fuel, part or machinery;
8.8 power failure or breakdown in machinery.
Results Corporation reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of the Supplier’s services or facilities. Results Corporation reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.
10. Notices and Service
10.1 Any notice or other information required or authorised by the Agreement to be given by either party to the other shall be given by sending via pre-paid registered post, email, facsimile transmission or other comparable means of communication.
10.2 Any notice or information given by post in the manner provided by Clause 10.1 which is not returned to the sender as undelivered shall be deemed to have been given on the fifth day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.
10.3 Any notice or information sent by e-mail, telex, cable, facsimile transmission or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent to the other party 24 hours after transmission.
10.4 Service of any document for the purposes of any legal proceedings concerning or arising out of the Agreement shall be effected by either party by causing such document to be delivered to the other party at its registered or principal office, or to such other address as may be notified to one party by the other party in writing from time to time.
11. Applicable Law and Jurisdiction
These terms and conditions shall be governed and construed in accordance with English and Welsh law and the parties shall submit to the non-exclusive jurisdiction of the English and Welsh courts.