Terms & Conditions

TERMS AND CONDITIONS FOR AGREEMENT OF BUSINESS

SUPPLY OF SERVICES BETWEEN SAUNDERS AND LEE LTD AND CLIENT

THIS AGREEMENT is made on ………………………………….. [date], AND IS MADE BETWEEN:

SAUNDERS AND LEE LTD

(VAT No. 101 8553 44)

Registered Office: 30 Charles Street, St Neots, Cambridgeshire PE19 1PA

Company Reg No: 7869520

Telephone No: 020 3326 7314

Email address: info@saundersandlee.com

Hereafter referred to as the “Supplier”

AND

………………………………………………………… [Name of Client]

OF ..……….………………………………………….. [Company address]

…………………………………………………………

…………………………………………………………

…………………………………………………………

…………………………………………………………

………………………………………………………… [Company Registration No.]

………………………………………………………… [Company VAT No.]

Hereafter referred to as the “Client”

1.     General

1.1    Please read these Terms and Conditions for the Supply of Services carefully before signing them, as they set out the Supplier and Client’s legal rights and obligations in relation to our “Services” (the services supplied by the Supplier to the Client).

1.2    If you are uncertain as to your rights under them or you want any explanation about them please contact the Supplier as detailed above.

1.3    Any terms or conditions sought to be imposed by either party shall not be incorporated into the Agreement and shall have no effect unless agreed to in writing by the other party.

2.      Appointment and Term of the Agreement

2.1    The Client appoints the Supplier during the Term of the Agreement, incorporating these Terms and Conditions for the Supply of Services (the scope of which may be detailed by the Client to the Supplier).

2.2    The Agreement will come into force with effect from the Commencement Date, determined by the Client at the end of this document, and on signed agreement by both the Supplier and the Client.

2.3    Nothing in these Terms and Conditions shall render or be deemed to render the Supplier an employee or agent of the Client.  This Agreement does not create any mutuality of obligation between the Supplier and the Client.

3.      Services

3.1    The Supplier agrees:

3.1.1    to carry out the Services in an expert and diligent manner, to the best of their abilities, both promptly and faithfully and to observe all lawful and proper requests which may from time to time be given to the Supplier by the Client;

3.1.2    to delegate performance of their Services to such suitably qualified and experienced personnel as they may from time to time deem appropriate if they are unable at any time to perform the Services due to circumstances beyond their control;

3.1.3    to keep the company informed of progress on the Services on which they are engaged and shall produce written reports on the same from time to time when so requested by the Client.  While the Supplier’s method of working is entirely their own and they are not subject to the control of the Client, they shall nevertheless comply with this and any other reasonable requests of the Client (or its clients).

3.2    The Supplier may, directly or through an intermediary, ask another contractor (“Third Party Contractor”) to carry out some or all of any work which the Client has instructed the Supplier to carry out. The Supplier may pay the reasonable charges of Third Party Contractors on the Client’s behalf and recharge them to the Client with our their fees, ensuring that the Third Party Contractor fees that are recharged are in line with the fees quoted, had the Supplier undertaken the work themselves. The Supplier will take all reasonable care in selecting and instructing a Third Party Contractor.  Payment may be requested in advance in relation to Third Party Contractors.

4.   Telephony

4.1     The Service Saunders and Lee Ltd supply to you is the ability to make or receive a call (or both). The service does not include any phones or other equipment. In providing the service, we promise to use the reasonable skill and care of a competent telecommunications service provider.

4.2    Where agreement has been made by Saunders and Lee Ltd to make or receive calls (defined as a signal, message or communication which is silent, spoken or visual on each line that we agree to provide to you under this agreement) on your behalf this will be between the hours of 9am to 5.30pm Monday to Friday. Whilst we will endeavour to do so, we cannot guarantee that we will respond to all of the incoming calls received if we are otherwise engaged.

4.3     It is impracticable to provide a completely fault or error free service and we do not undertake to do so. However, we will always make best endeavour to put right a failure of the service (defined as the continuous total loss of the ability to make or to receive calls or the continuous total loss of a related service) within acceptable time limits. If we do not, compensation will only be offered if the failure to do so was caused by obvious neglect on our part and if there is evidence that best endeavour was not made to comply.

4.4     You do not have the right to sell or to agree to transfer the number provided to you for use with the service to anyone else, and you must not try to do so. If someone makes a call without your knowledge, from your side of the main telephone socket, you will have to pay for the call. Nobody must use the Service to make offensive, indecent, menacing, nuisance or hoax calls, fraudulently, or in connection with a criminal offence. You must make sure that this does not happen. If a claim is made against us because the service is misused in this way, you must reimburse us in respect of any sums we are obliged to pay.

4.5     We will calculate the charges for Calls using the details recorded at the telephone exchange. A breakdown of the charges is available on request. All payments must be made for telephone charges as set out in our invoices to you (as outlined in 5. Fees and Prices). We can change our charges at any time. The increased charges will apply to all services provided after the effective date of the notice of increase. We will inform you of any changes at least 30 days before it takes place or as much notice as is reasonably practicable.

4.6     If we have not received payment for these charges by the due date, we may suspend your telephone service with immediate effect. Normal monthly charges will continue to be charged during any period of disconnection. We may terminate the service at any time if you break this agreement, and/or if bankruptcy or insolvency proceedings are brought against you, without notice to you. Following termination we can refuse to reconnect the service.

4.7     You are responsible for checking that you are not currently in a contract term with any other supplier(s) before changing over to Saunders and Lee Ltd and signing this contract. Saunders and Lee Ltd will not be liable for any cancellation fees from your previous supplier(s).

4.8     If we cannot do what we have promised in this agreement because of something beyond our reasonable control (as detailed at 7. Force Majeure), we will not be liable for this. Also, beyond our control is the failure of the owner of the network (defined as Saunders and Lee Ltd’s chosen public switched telecommunications network) to satisfactorily perform their obligations to Saunders and Lee Ltd and we will therefore not accept any business or financial losses the Client may incur.

4.9     You may cancel the service any time up to the point of provision. However, you must pay for any work we have done or service charges you have incurred, details of which will be notified to you.

4.10    The supply of the service can be ended by one month’s written notice from us to you, or one month’s written notice from you to us. This notice must be received in writing by Saunders and Lee Ltd one month before the end date of the agreement. If we give you notice you must pay for any work we have done or services charges you have incurred to the end of that notice.

4.11   Having given notice in writing and having received confirmation from Saunders and Lee Ltd that notice has been received, you must instruct your new service provider to transfer lines at the end of the 30 day notice period. It is the responsibility of the customer to ensure their new service provider transfers their lines and services within 30 days following the end of the notice period. If the lines and services are not transferred within 30 days of the end date of the contract, the contract will be deemed to roll over to a further one month period.

5.      Fees and Prices

5.1    The fees and prices for the supply of services are as quoted separately by the Supplier to the Client.  The agreed hourly rate is billed in increments to the nearest 5 minutes.  Out of ‘normal office hours’ (generally 9am to 5pm Monday to Friday) will be charged at a higher rate, to be agreed with the Client before Services commence.  Should the Client require work urgently (ie within 48 hours), the Supplier may charge an extra 20%, to be discussed with the Client at the time of request. Monthly retainer packages are payable in advance and prior to commencement of Services.  A deposit may be requested for larger projects.

5.2    Should work be delayed, suspended or cancelled by the Client, then the Supplier shall be entitled to immediate payment for the work carried out and expenses incurred.  Similarly, should the Client’s original requirements change, the Supplier reserves the right to amend their original quotation/estimate accordingly, following consultation with the Client.

5.3    The fees and prices of Services are exclusive of Value Added Tax (VAT), which shall be charged at the rate prevailing at the relevant tax point.

5.4    The Supplier shall be entitled to be reimbursed by the Client for all out of pocket expenses wholly, exclusively and properly incurred in the performance of the Services subject to the Supplier providing the Client with vouchers, receipts or other evidence of actual payment of such expenses and subject to the arrangements being specifically agreed in advance by the Client to the Supplier.

5.5    Invoiced amounts shall be due once the Services have been delivered, and are to be paid by the timeframe stated on invoices.  Invoices will show a breakdown of material costs and chargeable expenses.  The Supplier can provide a timesheet to Clients if requested prior to commencement of Services.

5.6    If any payments, either by cheque or bank transfer, are refused by the Supplier’s bank, then the Client will be responsible if the Supplier incurs any bank charges.

5.7    The Supplier shall be entitled to charge interest on overdue invoices and outstanding balances from the date when payment becomes due from day to day until the date by which full payment is received at a rate of 1.5% per annum above the base rate of the Bank of England (unless otherwise agreed in writing).

5.8   In the event that the client wishes to dispute an invoice, or any part of an invoice issued by Saunders and Lee Ltd, they must do so within 14 days of the date of the invoice, providing reasonable details of the dispute to allow us to investigate, after which time they shall be precluded from raising any such dispute.

6.    Risk and Ownership

6.1    As soon as the Supplier has delivered the Services, the Client will be responsible for them and the Supplier will not be liable for their loss or destruction. Therefore, the Client needs to take necessary steps to insure the security of the delivered items, and make copies of all data.

6.2    The Supplier will virus scan all incoming emails and documents, and may not open unsolicited attachments to emails and/or emails that look suspicious by being from an unrecognised sender, have no subject heading, or contain no message alongside the attachment.  Similarly, the Client is advised by the Supplier to ensure that they are fully protected from computer virus infections, by running their own antivirus software.

6.3    The Supplier is unable to accept any responsibility or liability for the content of any material supplied to them by the Client, and transcribed, copied or edited by them on the Client’s behalf including, but not limited to, Copyright.

6.4    Final proof reading and accuracy of all work undertaken by the Supplier is the responsibility of the Client.  The Supplier must be notified of any errors within 7 days of receipt of completed Services.  Any errors generated by the Supplier will be amended free of charge.  However, any amendments or alterations suggested by the Client will be charged at the standard hourly rate.

7.    Force Majeure

7.1    If either party to the Agreement is prevented or delayed in the performance of any of its respective obligations under the Agreement by ‘force majeure’, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue.

7.2    For the purpose of the Agreement, ‘force majeure’ shall be deemed to be any cause affecting the performance of the Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:

7.2.1    strikes, lockouts or other industrial action;

7.2.2    civil commotion, riot, invasion, war threat or preparation for war;

7.2.3    fire, explosion, storm, flood, earthquake, subsidence, epidemic, bad weather or other natural physical disaster;

7.2.4    impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

7.2.5    failure or problems with public utility supplies (including general: electrical, telecoms, water, gas, postal, courier, communications or Internet disruption or failure)

7.2.6    political interference with the normal operations.

8.    Confidentiality

8.1    All Services carried out by the Supplier will be treated as confidential unless specified otherwise.  The Supplier hereby agrees that they are likely to obtain knowledge of trade secrets and other confidential information with regard to the business and financial affairs of the Client and those of the Client’s clients, customers and suppliers details of which are not in the public domain during the supply of Services.

8.2    The Supplier undertakes to hold all information relating to the Client and the Client’s clients securely, and not disclose details to any third party unless specifically requested to do so by the Client.

8.3    The Client consents to the computer storage and processing of their personal data by the Supplier in connection with this Agreement and to the transmission of this data across the company and its business partners for the purposes of our legitimate interests including statistical analysis, marketing of our services and credit control.

8.4    In the event of the Client breaching this Agreement, then it will be deemed that the Client has forfeited their right to confidentiality, and the Supplier may disclose or pass to third parties the Client’s personal data, to the extent necessary to assist recovery procedures.

9.     Right to Cancel

9.1   The Client will be permitted to cancel this Agreement by sending written notice no later than 7 days after the Commencement Date on which the Agreement has been signed. If the Client requests cancellation at a later date, then unless the Supplier is in breach of contract, they have the right to retain all or part of any deposits paid as a contribution towards any losses or costs they suffer as a result of the cancellation.  If the Client has already commenced the supply of Services to the Client, then the fees outlined in Para 5.2 above may be applied.

10.    Changes to Terms and Conditions of Business

10.1   The Supplier reserves the right to make minor changes to this Agreement from time to time. Any major changes will only be made with the agreement of the Client.

10.2   A person who is not a party to this agreement has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists or is available apart from the Act.

THIS AGREEMENT IS MADE BETWEEN:

Directors Louise Lee and Nikki Saunders, for and on behalf of Saunders and Lee Ltd

…………………………………………………………………

…………………………………………………………………

AND ……………………………………………………………………………………… [Name of Client],

for and on behalf of ……………………………………………………………….. [Company Name]

I HAVE READ AND AGREE THE ABOVE TERMS AND CONDITIONS

SIGNED:

…………………………………………………………………

ON

[please insert date] …………………………………………………………………

I UNDERSTAND THAT THESE TERMS AND CONDITIONS WILL APPLY WITH EFFECT FROM THE COMMENCEMENT DATE:

OF

[please insert date] …………………………………………………………………

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