General Terms & Conditions of Business
These terms and conditions of business represent the agreement between the parties for non-exclusive engagement of the services offered by Thinknetfirst (a trading division of ELECTRIC SPIDER Limited). No variation of these terms shall be made without mutual consent of both parties.
Terms and conditions for exclusive supply of such services offered by Thinknetfirst are available upon request.
Definitions
“The Company” means Thinknetfirst ( a trading division of ELECTRIC SPIDER Limited, a private limited company registered in England. Company Registration Number: 3986217)
“The Client” shall mean the individual person or corporate entity that engages Thinknetfirst to provide services on his or her own behalf or on behalf of an identified third party subject to these terms of business.
“Contract” means the contract between Thinknetfirst and the Client which shall be deemed to incorporate these terms. The Project Specification, Proposal, or Quotation, as presented by Thinknetfirst and agreed by the client, shall form the contract.
“Project Specification, Proposal, or Quotation” means the offer of work to be carried out in accordance with the Client's enquiry. Any changes to the Project Definition, Proposal or Quotation will be made by written amendment to it and agreed by both parties prior to implementation of the changes.
Services: The services agreed to in the contract to be supplied by Thinknetfirst to the Client.
“Fees” shall mean the professional fees of Thinknetfirst as detailed below, or otherwise directly amended or detailed only by the director in writing or in person at any time for any service provided therein.
Price and payment
Expenses:
Hotels - Any chargeable accommodation required to fulfil the contract/period will be agreed by Thinknetfirst with the Client prior to booking and will be charged at cost.
Air travel - Economy in Europe (Under 3 Hours) and all other travel will be Business Class, all charged at cost.
Rail – Standard (2nd Class) travel, charged at cost. Essential taxis at cost.
Mileage – Essential car travel for journeys of more than 50 miles incurred by Thinknetfirst in pursuance of the Contract will be normally charged at 40 pence per mile.
Fees:
The price will be as set out in the Contract. Invoices will be raised as stage payments relating to delivery of each of the services described in the Range and Scope section of the Project Definition, Proposal or Quotation.
Payment of invoices will be due 14 days from the date of Invoice.
Payment may be made in £ sterling by cheque, payable to ELECTRIC SPIDER Limited, or directly into the Company's bank account (details are given seperately), and the Client has no right of set-off.
In the event of late payment, Thinknetfirst reserves the right to charge interest on a daily basis at the Bank of England base rate plus 8% as according to the Late Payment of Commercial Debts (Interest) Act 1998. The Client will be notified in writing of any charges that are accrued.
Intellectual Property
Copyright and all other Intellectual property rights used in and deriving from the Company’s work remain with Thinknetfirst unless previously agreed by Thinknetfirst in writing.
Confidentiality
Thinknetfirst recognises the need for confidentiality in all its commercial dealings and will not knowingly disclose to third parties information that has been entrusted to it by the Client (unless compelled to do so by law), other than to a person who is necessarily either associated with the quotation or with work carried out or to be carried out pursuant to the quotation as the case may be.
Co-operation
As Thinknetfirst reports and actions are partially based on information made available by the Client, no responsibility is accepted for errors due to the withholding of information or false information supplied by the Client. The Client acknowledges that the timely provision of assistance, co-operation, and complete and accurate information and data by its officers and employees is essential to performance of any services and that the Company’s ability to complete the services is dependent upon the same.
Liability
Thinknetfirst cannot be held liable for the validity of any research, data or analysis provided from third parties. Thinknetfirst offers its services in good faith and the Client recognises that any advice or suggestion provided by Thinknetfirst is offered as opinion. Thinknetfirst cannot accept responsibility for any loss occasioned to the Client or any third party through their acting or refraining from action as a result of advice or suggestion offered. Thinknetfirst holds Professional Indemnity Insurance in the sum of [£2m] in respect of provision of its services. The Client accepts that any recommendations made by Thinknetfirst that result in action or inaction undertaken by the Client are based upon Thinknetfirst's professional opinion. In providing business advice, Thinknetfirst only accepts liability up to the price of the Contract.
Force Majeure
Thinknetfirst shall not be liable for any loss or damage whatsoever that the Client may suffer as a result of Thinknetfirst being unable to fulfil any of its obligations herein due to the occurrence of an event of force majeure, which term shall include but is not limited to legislative and regulatory acts of government, armed conflict, civil insurrection, strike, lockout, computer failure, failure of power supplies, earthquake, typhoon, tidal wave, and Acts of God.
Governing Law
These terms and conditions are governed by the laws of England and Wales. Any action related to this Agreement will be governed in accordance with the laws of England and Wales and both parties submit to the exclusive jurisdiction of the English courts.