Terms & Conditions - Martec of Whitwell Ltd.
1. In these Terms and Conditions:
‘Martec’ means Martec of Whitwell Ltd of 8-10 High Street, Heanor, Derbyshire DE75 7EX;
‘Client’ means the person or organisation to whom the Proposal is addressed;
‘Proposal’ means the initial detailed requirements of the Client set out in a proposal delivered by Martec and accepted by the Client;
‘Work’ means the performance of the services and the delivery of the deliverables each as set out in the Proposal; and
‘Fees’ means the fees and expenses payable for the Work, as set out in the Proposal.
2. Martec will aim to complete the Work in accordance with the Proposal and any time schedule agreed in writing with the Client. However, neither Martec nor the Client will be liable for any delay or inability to comply with its obligations which is due to circumstances beyond the affected party’s reasonable control.
3. Martec will use all reasonable care and skill in carrying out the Work. However, to the extent permitted by English law, Martec limits its liability for negligence to a sum equivalent to the Fees paid by the Client. (For the avoidance of doubt, this Clause is not intended to operate to limit Martec’s liability for death or personal injury caused by its negligence.)
4. Martec takes the issue of confidentiality very seriously and will not, without the Client’s consent, inappropriately use or disclose any of the Client’s information which it understands to be commercially sensitive.
5. All invoices will become due and payable 30 days from the date of issue or earlier if required by the Proposal and if there is any delay in payment, Martec will at its option (and in each case without penalty or liability to the Client) be entitled to either (a) withhold starting or providing any remaining Work until all payments due have been made or, (b) give written notice to the Client terminating its contract to carry out the Work – in which case the Client will not be entitled to any refund of fees already paid and no transfer of Intellectual Property to the Client which may be referred to in the Proposal will take place. Interest at 8% above the then current Bank of England base lending rate will also be payable on any unpaid Fees from the date when the relevant invoice becomes due until the date of payment, together with all reasonable recovery costs incurred by Martec in attempting to recover the sums due.
6. The issue of copyright in, and the rights to use the Work, is explained in detail in the Proposal.
7. Except as set out in the Proposal, the Client is not entitled to cancel the Work, or any part of it, without the prior written approval of Martec.
8. Either party may terminate the Work immediately by notice in writing to the other if:
that other is in breach of any of its obligations as set out either in these Terms and Conditions or the Proposal; and
in the case of a breach capable of being remedied, has not remedied it within 7 days of a written notice asking it to do so.If Martec is the terminating party, then the Fees will remain payable in full. If the Client is the terminating party, then the Fees will be apportioned according to the proportion of the Work carried out prior to the date of termination.
9. If any provision of these Terms and Conditions is legally incapable of being enforced, it will automatically be replaced by an alternative provision which achieves, so far as is practical, the objectives of the original provision.
10. No waiver of any of rights under any contract which these Terms and Conditions form part of, will be binding unless that waiver is given in writing. Further, no waiver granted by either party will prevent it exercising any other right(s) it has against the other party.
11. Only these Terms and Conditions will apply to the provision of the Work. To the extent permitted by English law, the Client waives any right it might have to rely on (i) any other terms and conditions mentioned on any purchase order issued by the Client, or which the Client might otherwise have sought to rely and (ii) any previous agreements and arrangements between the parties relating to the provision of the Work whether oral, in writing, or implied.
12. No term of the contract created between the Client and Martec for the provision of the Work shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to that contract.
13. These Terms and Conditions shall be interpreted in accordance with English Law, and the parties submit to the jurisdiction of the English courts.