CML
 
 

Terms And Conditions

1. Definitions
In these terms and conditions "the Contract" shall mean the contract/schedule between the Company and the Client arising from acceptance of the Quotation by the Client accepting the service from the Company as specified on the Quotation.

2. Applicability

These terms and conditions shall govern the contract together with any extension to the contract subject only to any other special conditions proposed by the Client and agreed in writing by a duly authorised officer of the Company. In this respect the Company's representative who is responsible for the Client receiving this Quotation is expressly not authorised to amend the terms and conditions hereof. All services provided pursuant to the Quotation are subject to the terms set out herein and these terms and conditions shall prevail over any terms and conditions which may be contained In any purchase order or memorandum or other document issued by the Client covering services provided by the Company.

3. Charges
The Company reserves the right to make such additional charges as it thinks fit in any of the following circumstances.

(a) If where the Quotation is based upon an agreed time schedule the Company is put to additional expense by reason of any failure or delay on the part of the Client to supply data or services in the form and as specified in the Quotation or the Company's current published manuals or other documents referred to in the Quotation.

(b) If the unit data volumes are greater than those shown by the Client's sample on which the Quotation is based.

(c) If the data supplied is inferior to that in the Client's sample or contains any ambiguity or otherwise presents difficulties, which could not have been reasonably foreseen by the Company from the sample.

(d) If with the express written agreement of the Company the specification of the work required is changed by the Client alter acceptance of the Quotation or the purpose which any item or service is required to achieve is similarly changed.

4. Payment
All invoices are strictly net for settlement as stated on the agreement/contract or within seven days. If any payment is not received from the Client by the Company or where a cheque or standing order is given and such cheque or standing order is not met the Company may refuse to deal with all or any part of the contract/schedule subsequent to the due date of payment and the Client will be bound by the general terms and conditions of the Company. If any money due remains unpaid for more than seven days all liability of the Company to the Client shall cease and the Contract will be deemed to be cancelled. This does not prejudice the Company's rights to take legal action to recover any sums of money due from the Client. The Company shall be entitled to claim Interest at the rate of 10% over base rate of National Westminster Bank plc from time to time on any monies overdue from the date when due until payment is made.

5. Force Majeure
The Company shall not be liable to the Client for any loss or damage, which may be suffered by the Client as a direct result of the supply of the service by the Company being prevented hindered delayed or rendered uneconomic by reasons of any force majeure circumstance.

In this condition force majeure circumstances shall mean any act of God strike lockout trade dispute or labour disturbance accident breakdown of plant or machinery fire flood war invasion act of foreign enemy hostilities (whether war be declared or not) civil war rebellion insurrection military or usurped power ionising radiation or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel the radioactive toxic explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof and difficulty or increased expense in obtaining materials or any other circumstance whatsoever outside the reasonable control of the Company affecting the provision of the services by the Company's normal method of supply.

6. Liability
The Company warrants to the Client that it will correct any processing error in the Client's work made by the Company and the Client acknowledges that the Company's sole liability to the Client or any third party for claims arising out of errors or omissions in the service rendered by the Company hereunder notwithstanding the form of such claims in respect of either direct or consequential loss whether they might arise out of contract negligence or otherwise shall be limited to the correction of such processing errors. The Company will make every reasonable effort to deliver the Client's work by the mutually agreed date. However, the Company cannot guarantee a specific delivery time. Accordingly the Company's sole obligation to the Client or to any third party for claims in respect of direct or consequential loss arising out of the Company's failure to deliver the Client's work on time notwithstanding the forms of any such claims arising out of contract negligence or otherwise shall be to deliver such work as close to the mutually agreed date as is reasonably practicable The Company or the Company's contractor is limited in its liability in the event of loss or delay of the Client's data in transit or otherwise to an amount not exceeding ten pounds for one consignment including the value of the data the Company undertakes to replace the list data generated by the Company on behalf of the Client with all reasonable speed. Anyone consignment means "all the data in transit at anyone time".

6a. The Client
All output information from the payroll service shall be checked by the Client and unless the user notifies a claim to the Company in 'Writing and it is received by the Company within 7 days of receipt of the output information by the Client the Company will not be liable for any claim however arising under this contract.

7. Exclusion
No condition warranty or representation in relation to the fitness of any services provided by the Company for any particular purpose required by the Client shall be implied herein and any representations as to quality or performance of such services are except as expressly stated in writing by the Company hereby excluded.

8. Assignment
The Company shall not be capable of assignment by the Client. The Company reserves the right to assign the performance of any of its obligations to any associate of the Company or any other Company.

9. Delivery To The Customer
The Company will send the output to the Customer by first class post at least one day prior to the due date of delivery. The Company reserve right to use other means of delivery from time to time. The Company undertakes to ensure the data is securely sealed and addressed personal private and confidential to only authorised personnel.

10. Company's Obligation
The Company upon delivery may require the Client or his authorised representative to sign a receipt which receipt shall certify that the consignment referred to therein have been received.

11. Inability To Deliver
If the Company shall be unable to deliver any consignment in its possession the Company or the Company's contractor shall with all reasonable speed report that fact to the Client and hold the said consignment pending further instructions.

12. Instructions In Writing
All Instructions given by the Client to the Company and all arrangements between the Company and the Client relating to the service, to be rendered hereunder shall be in writing and shall be signed by the Client or by a representative of the Client whose name and a specimen of whose signature shall have been previously furnished to the Company. A signature on behalf of the Company by a person particulars of whose authority and a specimen of whose signature has not been previously furnished to the Client shall not bind the Company.

13. Duration
Subject as hereinafter provide these terms and conditions shall be for a period as stated in the contract/schedule as from date of first service and shall continue thereafter unless and until it is terminated by three months written notice by either party given at any time after the expiry date of that period.

14. Termination
If either party shall commit any breach of any of its obligations hereunder and in the case of a breach capable of being made good shall not make the same good within twenty-four hours after being called upon by the other party to do so then the other party shall be at liberty notwithstanding that it may on a former occasion or occasions have waived its rights under this clause forthwith by notice in writing terminate the contract. Any termination whether under this or the last preceding clause shall be without prejudice to any right of action that may have arisen prior to the said termination.

15. Notice
Any notice required or permitted to be served by the Company under these terms and conditions shall be sufficiently served if mailed by first class recorded delivery postage pre-paid addressed to the Client at their last known address and in proving that the same was given it shall be sufficient to prove that the letter containing the notice was posted and addressed as aforesaid.

16. Notes
Punctuation heading marginal and other notes does not form part of these terms and conditions and shall not govern its interpretation.

17. Entire Agreement
These terms and conditions together with the letter of authority and quotation and schedule embody the entire terms and conditions between the parties and all previous understandings representations statements undertakings and agreements written or otherwise between the parties to these terms and conditions are cancelled as from the date hereof. The parties agree that neither of them has placed any reliance whatsoever on any such previous undertakings statements and agreements other than those expressly included in these terms and conditions and letter of authority quotation and schedule.

18. Amendment
These terms and conditions shall not be amended in any way other than by agreement in writing signed by both parties hereto alter the date of these terms and conditions.

19. Applicable Law

The construction, validity and performance of the contract between the Company and the Client shall be governed by the Laws of England