Terms and Conditions

1.Application

 These Terms and Conditions shall apply to the provision of the services supplied (“Services”) by Gedanken Limited a company registered in England under number 05767239 whose registered office is at Co*Shabang, Valley House, Team Trading Estate, Kingsway South, Gateshead (“the Supplier”) to you (“the Client”) and to the payment of all invoices.  No other terms and conditions shall apply to the provision of the Services or to invoices raised, unless agreed upon in writing between the Supplier and the Client.

2.Interpretation

  2.1 A “business day” means any day other than a Sunday or Bank holidays, unless stipulated.

  2.2 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

  2.3 Words imparting the singular number shall include the plural and vice-versa.

3.Fees

  3.1 The fees for the Services are set out in writing and/or within a quotation.

  3.2 In addition to the fees, the Supplier is entitled to recover from the Client reasonable incidental expenses for materials used and for third party goods and / or services supplied in connection with the Services.

  3.3 The Client agrees to pay the Supplier for any additional services provided by the Supplier that are not specified in the quotation in accordance with the Supplier’s current, applicable rate in effect at the time of performance or such other rate as may be agreed between the Supplier and the Client.  Any such additional services so rendered will be detailed and charged.

  3.4 VAT and other taxes or levies, charged by any competent authority will be charged in addition to the agreed fees and will be shown on the invoice separately.

4.Quotation and Contract

   4.1 The quotation constitutes written acceptance and confirmation, delivered by post, email or fax, by the Supplier of the Client’s order for the Services (as agreed between the Supplier and the Client).

   4.2 The quotation is a contractual offer to provide the Services which the Client has agreed and accepted. The Supplier and the Client have entered into a contract for the provision of the Services.

5.Cancellation

   5.1 Any appointments cancelled by the Client, without providing 48 hours’ notice in writing to the Supplier, will be chargeable at 50% of the agreed rate. Any appointments cancelled without providing 24 hours’ notice in writing to the Supplier, will be chargeable at 100%, of the agreed rate unless or otherwise agreed in writing, in advance between the Supplier and the Client.

   5.2 The Supplier will at all times endeavour to provide reasonable notice to the Client in respect of cancellation of an appointment, without remedy or recourse to the Supplier.

6.Payment

    6.1 The Client shall pay the fees due strictly within 30 days of the date of the invoice or otherwise in accordance with any credit terms agreed in writing between the Supplier and the Client.

    6.2 Time for payment is of the essence of the contract between the Supplier and the Client.

    6.3 If the Client fails to make payment of any invoice within the period in sub-clause 6.1, the Supplier shall claim interest and costs under the provisions of late payment of commercial debts (interest) Act 1998, from the date the invoice became due, until payment is received in full.

    6.4 If the Client fails to make payment within the period in sub-Clause 6.1, the Supplier shall have the right to suspend the provision of the Services (where the provision of the Services are ongoing) until payment is received in full, and/or terminate the contract in compliance with sub-clause 8.2(b)

    6.5 Notwithstanding any agreed period of credit, if any invoice is overdue for payment the full balance of the account becomes immediately due and payable.

    6.6 Any invoice or payment queries must be notified to the Supplier within 7 days of the date of the invoice.

    6.7 Any legal fees incurred as a result of late payment and/or legal collections will be charged in addition.

    6.8 Receipt for payment will be issued by the Supplier only upon the Client’s request.

    6.9 All payments must be made in Stirling unless otherwise agreed in writing between the Supplier and the Client.

7.Termination

    7.1 This contract shall be for the period of 12 months from the commencement date, (unless specifically negotiated otherwise). Either party will have the right to terminate the contract by giving at least 30 days’ notice in writing to the other party  prior to the Anniversary date, failing which will continue for a further 12 months.

     7.2 Without prejudice to other rights or remedies, the contract may be cancelled by either party, by providing 30 days written notice to the other party.

• If the Other Party is in breach of its obligations under the contract, and where a breach is capable of remedy within 14 days, the breach is not remedied within 14 days, by the Other Party receiving notice, which clearly specifies the breach and requiring the breach to be remedied.
• If the Other Client fails to make payment in accordance with sub-clause 6.1 or becomes insolvent, or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for

the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.

 8.Liability and Indemnity

     8.1 The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under

these Terms and Conditions, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s employees, agents or otherwise) in connection with its provision of the Services or the performance of any of its other obligations under these Terms and Conditions or any quotation issued by the Client for the Services supplied.

    8.2 The Supplier shall not be liable to the Client or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if such delay or failure is due to any cause beyond the Supplier’s reasonable control.

    8.3 The Client shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the Supplier arising from any loss or damage to any equipment (including that belonging to third parties) caused by the Client or its agents or employees.

    8.4 Nothing in these Terms and Conditions shall limit or exclude the Supplier’s liability for death or personal injury caused by its negligence or for any other matters for which it would be unlawful to exclude or limit liability.

9.Force Majeure

 Neither party, shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party.  Such causes include, but are not limited to: power failure, Internet Service Provider’s failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

10.Communications

     10.1 All notices under these Terms and Conditions shall be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

     10.2 Notices shall be deemed to have been duly given:

• When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
• When sent, by fax or email and a successful transmission report, or confirmation receipt is generated;
• On the fifth business day following mailing, if mailed by first class mail; or

on the tenth business day following mailing, if mailed by airmail.

      10.3 All notices under these Terms and Conditions shall be addressed to the most recent address, email address or fax number, notified to the other party.

11.No Waiver

       11.1 No waiver by the Supplier of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

       11.2 No failure or delay on the part of either the Supplier or the Client to exercise any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.

12.Severance

 In the event that one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that or those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).

13.Law and Jurisdiction

       13.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed and construed exclusively in accordance with, the laws of England and Wales.

       13.2 Any dispute, controversy, proceedings or claim between the Supplier and the Client relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England and Wales.