Unless otherwise agreed in writing by Inserve the “Acceptance Letter" and these “Terms and Conditions" shall constitute the entire Agreement between the Client and Inserve.
(a) (Inserve hereby agree to provide services in accordance with the Client’s instructions as set out in the “Acceptance Letter" (“the Services").
(b) Inserve will not vary the scope of the work unless instructed to do so by the Client. Where a variation in the scope of work is requested, Inserve will advise the Client what effect this variation will have on the cost and completion date of the Services.
(a) Inserve will provide the Services to the best of their ability, exercising reasonable care and skill at all times. All reports should be provided directly from Inserve. In the unlikely event that Inserve needs to employ sub-contractors and in the event that the sub-contractors report directly to the Client, then Inserve are under no liability to the Client for anything that is said nor for any of the matters contained in the report of the sub-contractors.
(b) Inserve shall not be liable to the Client for any failure to meet any time limit agreed for supplying the Services.
(a) Any errors or omissions in the Services provided by Inserve will be corrected as soon as practicable and if correction is reasonable, provided the errors or omissions are reported to Inserve by notice in writing within 3 months of completion of the Services. Where the notice is not given to Inserve within the time allowed, Inserve shall be under no duty to make any such corrections. (b) Inserve operate in an advisory capacity at all times and are not responsible for any loss or damage that may arise when such advice is ignored, misinterpreted or incorrectly carried out by any party or person not connected with Inserve.
(c) In the event that any claim is made against Inserve arising out of the Services, Inserve shall under no circumstances whatsoever be liable for an amount exceeding an amount equal to 5 times the fee paid by the Client for the relevant part of the work and in any event not exceeding US$10,000.
(d) Inserve shall have no liability in any circumstances whether in contract, tort or otherwise, including but not limited to liability for negligence, for any loss of revenue, business, anticipated savings or profits or for any loss of use or value for any indirect or consequential loss. Such exclusion of liability shall apply regardless of whether any such losses arise by reason of matters which might reasonably be expected to be in the contemplation of Inserve or from matters which Inserve have special and particular knowledge.
(e) Any report reproduced or services provided in accordance with the agreed Service are intended solely for the use of the Client and will not be further distributed, circulated or published without the express agreement of Inserve in writing.
(f) Where proceedings have not been commenced in accordance with Clause 12 of these Terms & Conditions, in respect of any claim arising out of or in connection with the Services, within 12 months after the completion of the Services, all liabilities of Inserve in respect of such claims shall automatically cease and there shall thereafter be an absolute bar to proceeding with any such claim against Inserve.
(g) Inserve shall have no liability whatsoever for any damage or injury caused in connection with a service provided. Notwithstanding the foregoing, all Inserve employees will take all reasonable precautions when carrying out their duties.
In compiling any reports Inserve may have relied on information supplied by the Client and/or by third parties which has not been verified and Inserve accept no liability for any consequences whatsoever arising from the inaccuracy of such information.
Where a potential conflict of interest arises Inserve will, once they become aware of the situation, immediately advise all parties and will take whatever steps are appropriate in the circumstances.
If the Service falls short of the Client’s expectations, the matter should be referred to a Director of Inserve. The Director will make every effort to ensure that the Client’s concerns are dealt with carefully and quickly.
(a) All information supplied by the Client will be treated as confidential by Inserve.
(b) Unless otherwise agreed in writing by Inserve, the ownership of, and the rights to, copyright, design or intellectual property arising out of the Services shall remain with Inserve.
(a) Any estimate or quotation given in the “Acceptance Letter" will remain valid for 30 days from the date of the letter.
(b) VAT and other local or national taxes are excluded and will be charged at the prevailing rate where appropriate.
(c) Travelling and delay time will be charged according to the applicable daily rate.
(d) The Client will be liable for and will reimburse Inserve for all fees and expenses incurred in respect of the Services provided. Inserve will not normally provide an itemized breakdown of costs, but will be pleased to do so at the request of the Client.
(a) Payment is generally in advance unless otherwise agreed.
(b) Interim invoices will be raised on a monthly basis. Final invoices will be raised on completion of the Services. All invoices will be paid in full within 30 days of the invoice date.
(c) Where an invoice is not paid by the due date, reserves the right to charge interest at 2% above the London Interbank rate on amounts outstanding from the date of the invoice.
Inserve have the right to terminate this Agreement where:
(a) Circumstances beyond the control of Inserve make it unreasonable to continue with the Services.
(b) The Client is in breach of this Agreement and fails to respond within 5 working days of written notification by Inserve.
These Terms & Conditions and all matters arising out of or in connection with them and the Services shall be subject to the Laws of England and Wales and be subject to the exclusive jurisdiction of the English Courts.