Please read these Terms and Conditions carefully. All contracts that Acrospire Solutions Ltd (08221263) may enter into from time to time for the provision of bid writing, tender submission support of project management shall be governed by these Terms and Conditions, and the Consultant will ask the Client for the Client’s express written acceptance of these Terms and Conditions before providing any services to the Client.
1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:
(a) “Charges” means the following amounts:
(i) detailed in our quotation
(ii) Additional amounts agreed in writing prior to works commencing
(b) “Client” means the person or entity identified in our quotation
(c) “Client Materials” means all works and materials supplied by or on behalf of the Client to Acrospire Solutions Ltd for incorporation into the Deliverables or for some other use in connection with the Services;
(d) “Consultant” means Acrospire Solutions Ltd, a company incorporated in [England and Wales] (08221263) having its registered office at Unit D Loddon Business Park, Roentgen Road, Basingstoke RG24 8NG
(e) “Deliverables” means those tasks specified in our offer/quotation that the Consultant has agreed to deliver to the Client under these Terms and Conditions;
(f) “Effective Date” means the date of execution of our offer incorporating these Terms and Conditions confirmed by an official client purchase order.
(g) “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
(h) “Services” means the consultancy services specified in our quotation
(i) “Statement of Work” means a statement of work agreed by the parties and incorporating these Terms and Conditions by reference;
(j) “Term” means the term of a contract under these Terms and Conditions
(k) “Terms and Conditions” means these terms and conditions, including any amendments to these terms and conditions from time to time; and
(l) “Third Party Materials” means the works and/or materials comprised in the Deliverables (excluding the Client Materials), the Intellectual Property Rights in which are owned by a third party[, and which are specified in in our offer or which the parties agree in writing shall be incorporated into the Deliverables.
1.1. All charges payable by you for the Services shall be in accordance with the scale of charges and rates published from time to time by us or detailed in our quotation.
1.2. Where stated deposits due are payable in advance of our service provision commencing.
1.3. We reserve the right to change pricing at any time although all pricing is guaranteed for the period of pre payment.
1.4. All payments must be in UK Pounds Sterling preferably by electronic transfer.
1.5. If your cheque is returned by the bank as unpaid for any reason, you will be liable for a “returned cheque” charge of £50.00.
1.6. Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, we shall be entitled forthwith to suspend the provision of Services to you.
1.7. If an account goes unpaid for at least seven days, a £50.00 late payment fee will be applied.
1.8. If an account goes unpaid for at least ten days, the account and its associated services are suspended. A £50.00 charge will be applied upon account reactivation to cover administration costs.
1.9. Any deviation or alteration from the quote, proposal or previous correspondence involving extra cost will be executed upon written order and will become an extra charge.
1.10. Numbers represented in the quote, proposal or previous correspondence are to be used as an estimate for the project as discussed. The costs do not constitute a warranty of the final price.
1.11. Any additional items from the original proposal/specification/quote need to be communicated in writing (e.g. email, fax or letter).
1.12. For Consultancy/development work we require a deposit with the remainder paid on completion, and within 30 days.
1.13. Standing orders have to be setup before projects commence that are longer than 4 weeks.
1.14. Accounts which remain outstanding for 30 days after the date of invoice, will incur an extra charge of 4% above the bank base rate per month of the outstanding amount.
1.15. In cases where stated publication and/or release of work done by Acrospire Solutions Limited on behalf of the client, may not take place before cleared funds have been received.
2.1. If you fail to pay any sums due to us as they fall due, we may suspend the Services and/or terminate this Agreement forthwith without notice to you.
2.2. If you break any of these terms and conditions we may suspend the Services and/or terminate this Agreement forthwith without notice to you.
2.3. If you are a company and you go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with your creditors, we shall be entitled to suspend the Services and/or terminate this Agreement forthwith without notice to you.
2.4. No refunds will be made for Services suspended in accordance with 2.1, 2.2 and 2.3.
2.5. We reserve the right to suspend the Services and/or terminate this Agreement at any time.
2.6. You may cancel the Services at any time except where an exception is made clear within the original contract.
3.1. You shall indemnify us and keep us indemnified and hold us harmless from and against any breach by you of these terms of business and any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement.
4.1. All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, subject always to subclause 5.2.
4.2. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
4.3. Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim.
4.4. In any event no claim shall be brought unless you have notified us of the claim within six months of it arising.
4.5. In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.
5.1. All work is carried out by Acrospire Solutions Limited on the understanding that the client has agreed to Acrospire Solutions Limited’s terms and conditions.
5.2. Copyright is retained by Acrospire Solutions Limited on all work including words, ideas and illustrations unless/until specifically released in writing and after all costs have been settled.
6.1. At the time of proposal, Acrospire Solutions Limited will provide the customer with a written estimate or quotation.
11.2. A copy of the written estimate or quotation is to be signed and dated by the customer to indicate acceptance and should be returned to Acrospire Solutions Limited. Alternatively, the client may send an official order in reply to the estimate or quotation which binds the client to accept Acrospire Solutions terms and conditions. No work on a project will commence until either document has been received and accepted by Acrospire Solutions Limited.
7.1. Charges for services to be provided by Acrospire Solutions Limited, will be set out in the written estimate or quotation that is provided to the customer. At the time of the customer’s signed acceptance of this estimate or quotation, indicating acceptance of the Terms & Conditions, a non-refundable deposit stated in the quoted fee will become immediately due. Work on the project will not commence until Acrospire Solutions Limited has received this amount.
7.2. Charges for any additional services over and above the estimated works will become fully payable (100% of the quoted amount) at the time of estimate or quotation acceptance.
8.1. An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned cheque. This does not relieve the customer of it’s obligation to pay the due amount. Customers whose accounts become default agree to pay Acrospire Solutions Limited reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.
9.1. The customer agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft plan proposed by Acrospire Solutions Limited will be liable to a separate charge.
9.2. The customer also agrees that Acrospire Solutions Limited holds no responsibility for any amendments made by any third party, before or after a strategic plan is implemented.
10.1. The client agrees to Acrospire Solutions Limited ’s definition of acceptable means of supplying data to the company.
10.2. Text is to be supplied to Acrospire Solutions Limited in electronic format as standard text (.txt), MS Word (.doc), or CD-ROM, or via email.
11.1. Any indication given by Acrospire Solutions Limited of a project’s duration is to be considered by the customer to be an estimation.
Acrospire Solutions Limited cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by Acrospire Solutions Limited for the initial payment or by date confirmed in writing by Acrospire Solutions Limited .
12.1. The client agrees to allow Acrospire Solutions Ltd all necessary access to computer systems and other locations, as required, including the necessary read/write permissions, usernames and passwords.
12.2. The customer agrees to supply Acrospire Solutions Limited with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.
13.1. Acrospire Solutions Limited considers the project complete upon completion of all agreed tasks.
14.1. Acrospire Solutions Limited reserves the right to revise, amend, or modify these Terms and Conditions, and any of our other policies and agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.
15.1. Acrospire Solutions Limited will not include in its project work, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. Acrospire Solutions Limited also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that Acrospire Solutions Limited does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the customer is obliged to allow Acrospire Solutions Limited to remove the contravention without hindrance, or penalty. Acrospire Solutions Limited is to be held in no way responsible for any such data being included.
16.1. Cancellation of projects may be made initially by telephone contact, or e-mail, however, following this, Acrospire Solutions Limited will need formal notification in writing to the company’s postal address. The client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 14 days. Please note: any cancellation which is not formally confirmed in writing and received by Acrospire Solutions Limited within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
17.1. Acrospire Solutions Limited makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. Acrospire Solutions Limited will not be held responsible for any and all damages resulting from products and/or services it supplies. Acrospire Solutions Limited is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The customer agrees not to hold Acrospire Solutions Limited responsible for any such loss or damage. Any claim against Acrospire Solutions Limited shall be limited to the relevant fee(s) paid by the customer.
18.2. Acrospire Solutions Limited reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. Acrospire Solutions Limited will not knowingly perform any actions to contravene these and the client also agrees to be so bound.
19.1. These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. Acrospire Solutions Limited reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
20.1. This Agreement shall be governed by and construed in accordance with English law and you hereby submit to the nonexclusive jurisdiction of the English courts.
21.1. Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
22.1. The placement of an order for the services offered and/or any other services offered by Acrospire Solutions Limited and validated by the customer’s signature on the proposal or quote, constitutes acceptance of the proposal or quote and agreement to comply fully with all the Terms and Conditions and forms a Contract for Business between the signatory and Acrospire Solutions Limited .
Units 4 & 5