These terms and conditions for supply of services to other businesses online state the basis on which we Inatigo Ltd will supply services to our business customers.
Please read them carefully, especially section 8 (liability).
We are a company incorporated and registered in England and Wales with company number 12369322 whose registered office is at 20-22 Wenlock Road, London, N1 7GU. We’re called ‘the Supplier’ in this agreement).
You’re called ‘the Customer’ in this agreement. You are the individual, firm, company or other organisation which places an order via the Supplier’s website www.inatigo.com (the Website) (the Order).
It is agreed that:
1.1. If any word, phrase or explanation used within this agreement is not clear, it will be defined and interpreted according to the definitions and interpretations set out below:
Acts, Legislation: or other similar references shall include any updates and or amendments to the same.
Charges: the charges payable by the Customer to the Supplier according to the terms of this Contract.
Customer: the individual, firm, company or other organisation stated on the Order.
Customer Materials: any materials or information which the Customer provides to the Supplier in relation to the supply of the Services.
Order: the order placed by the Customer on the Website.
Services: the services set out in the Services Specification which the Supplier is to supply according to the terms of this Contract.
Services Specification: the description of the Services supplied by the Supplier on the Website at the time the Customer places the Order.
Written: and any similar expression, includes e-mail.
1.2. It is also agreed that:
2.1. The Charges for the Services shall be calculated in accordance with the Standard Services Charges.
2.2. The Charges for Services do not include expenses incurred by the Supplier’s staff or sub-contractors such as hotel, food, travel and similar expenses, or any other third-party costs which the Supplier incurs in providing the Services. The Supplier shall be entitled to recover all of these from the Customer but will agree such expenses with the Customer in advance of them being incurred.
2.3. The Supplier may charge amounts in addition to the Charges if the Customer requests any change to the Services after the commencement of the Contract, if the Customer fails promptly to provide any instructions or Customer Materials required by the Supplier for the supply of the Services, or for any reason which is due to any other act or omission of the Customer.
2.4. The Supplier reserves the right to change the Standard Services Charges by giving at least two months’ written notice to the Customer.
2.5. Unless otherwise stated the Charges will be exclusive of VAT which the Customer shall be liable to pay to the Supplier in addition to the Charges.
2.6. The Supplier makes all reasonable efforts to ensure that it does not make errors with the prices that the Supplier charges the Customer. For example, before the Supplier accepts the Order, the Supplier usually tries to check the price against its price list in force at the time of the Order. However, if an error has been made and the price in the price list is lower than the price in the Order, then the Supplier will charge the Customer the price on the price list (being the lower amount) or the Supplier will provide a refund in respect of such amount if the Customer has already made payment. If an error has been made and the price in the price list is higher than the price in the Order, the Supplier will contact the Customer to confirm how the Customer would like to proceed and whether the Customer would like to proceed at the higher price or whether the Customer wishes to cancel the Order (in which case the Supplier will promptly refund any payments already made by the Customer).
3.1. The Customer will pay the Charges and other expenses in advance via the Website at the time it places its Order. The Website accepts the following credit and debit cards and payment options including Mastercard, Maestro Card and BACS and Direct debit payment.
3.2. The Supplier shall be entitled to raise invoices for the Charges in advance on a monthly basis.
3.3. The Customer will pay the Supplier within 30 days of receiving the Supplier’s invoice. The Supplier accepts payment using the following credit and debit cards Mastercard, Maestro Card and BACS and Direct debit payment.
3.4. Payment shall be treated as made once the Supplier receives cleared funds.
3.5. Time for payment of the Charges shall be ‘of the essence’.
3.6. All payments must be made by the Customer without any deduction or set-off.
3.7. If any amounts owed by the Customer to the Supplier become overdue, then (without compromising any other rights or remedies available to the Supplier), the Supplier:
3.8. The Customer is responsible for all reasonable costs and expenses incurred by the Supplier in relation to the recovery by the Supplier of any amounts owed to it by the Customer.
4.1. The Supplier shall use reasonable endeavours to meet any dates quoted for the supply and completion of the Services, but any such dates are approximate only, and time for the supply and completion of the Services shall not be of the essence.
4.2. Either party may request a change to the Services Specification. Any such change must be agreed in writing by the parties, but neither party shall unreasonably refuse its consent.
4.3. If a change is requested, the Supplier will provide a written statement to the Customer setting out:
The Supplier warrants to the Customer that the Services will be supplied:
6.1. Except in relation to the Customer Materials, all intellectual property rights arising out of the Services belong to the Supplier.
6.2. The Supplier grants to the Customer a fully paid, worldwide, non-exclusive and irrevocable licence of the intellectual property rights in section 6.1 to the extent necessary for the Customer to receive the full benefit of the Services.
7.1. The Customer will:
7.2. If the Services are to be supplied at the Customer’s premises, the Customer will:
7.3. If the Supplier is delayed or unable to fulfil any of its obligations under the Contract due to any act or omission of the Customer (Customer Failure), then the Supplier may rely on such Customer Failure to relieve it from its obligations under the Contract.
7.4. To the extent that the delay or inability at section 7.3 is due to the Customer Failure, then without limiting or otherwise compromising any other rights or remedies available to it, the Supplier:
7.5. Any right of suspension under this section is additional to any rights available to the Supplier under the law of any relevant jurisdiction.
8.1. Subject to section 8.3, the Supplier is not liable to the Customer for any indirect or consequential loss, any loss of profits or any loss of business, whether arising from tort, breach of contract, indemnity or otherwise under or in connection with the Contract.
8.2. Subject to section 8.3, the Supplier’s liability in respect of all claims, losses or damages of whatever nature, whether arising from tort, breach of contract, indemnity or otherwise, under or relating to, the Contract, shall not exceed the aggregate of the Charges paid by the Customer to the Supplier under the Contract.
8.3. Nothing in the Contract shall exclude or limit either party’s liability for any death or personal injury caused by negligence or for any other liability which cannot be excluded or limited by law.
9.1. In this section the following definitions shall apply:
9.2. To the extent that the Services involve the processing by the Supplier of personal data on the Customer’s behalf, it is agreed that the Customer is the data controller and the Supplier is the data processor in respect of that personal data. The following sections set out the rights and obligations of each party.
9.3. The Customer will comply with Data Protection Laws and will ensure that it has the necessary notices, and where appropriate necessary consents, to allow for the transfer of personal data from the Customer to the Supplier and to cover the purposes of the processing pursuant to the Contract.
9.4. For the purposes of Data Protection Laws:
9.5. The Supplier agrees that when the Supplier is processing personal data as a data processor on the Customer’s behalf:
9.6. The Customer consents to the appointment of any permitted sub-processors which are required by use to provide the service as at the date of this Contract. The Customer confirms it has entered into a written agreement with such sub-processors which include clauses substantially similar to sections 9.4 to 9.9 of this Contract.
9.7. If the Supplier wishes to change, appoint or amend any sub-processors it will provide written notice to the Customer of the proposed changes. The Customer shall have 10 days from the date of the notice to raise (by written notice to the Supplier) any objections, on reasonable grounds, to the sub-processors named therein. If the Customer does raise objections to such sub-processors, the parties shall work together to find a reasonable alternative or to resolve the objection. If within 10 days of the notice of objection from the Customer the parties cannot find a reasonable solution, the Supplier may terminate only those Services under the Contract which cannot be supplied without the relevant sub-processors and the Supplier shall have no liability to the Customer in respect of such termination. If the Customer does not provide notice of objection within 10 days of the date of the notice from the Supplier then the Customer will be deemed to accept the change(s) to sub-processors. In respect of any sub-processors, the Customer confirms it will enter into a written agreement with such sub-processors which include clauses substantially similar to sections 9.4 to 9.9 of this Contract.
9.8. The Supplier shall remain liable to the Customer for any acts or omissions of any sub-processor.
9.9. These sections 9.4 to 9.9 of this Contract are in addition to the obligations of each party under Data Protection Laws, and they are not intended to substitute or change those obligations.
10.1. Either party may terminate the Contract, without liability to the other party, if that other party’s business fails.
10.2. The other party’s business will be treated for this purpose as having failed if:
10.3. Without compromising any other rights or remedies available to it, the Supplier may terminate the Contract without any liability to the Customer if:
10.4. Upon termination of the Contract, however caused, and without compromising any other rights or remedies available to the Supplier, the Customer shall pay to the Supplier on demand:
10.5. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
10.6. Any term of the Contract which is specifically stated to continue or which, by its very nature, is intended to continue after termination of the Contract, shall continue to bind the parties following termination or expiry of the Contract.
11.1. The Supplier shall not be liable to the Customer for any failure or delay in performing any of its obligations to the extent that such failure or delay is caused by an event beyond its reasonable control. If the event continues for more than 4 weeks then either party may serve 30 days’ written notice on the other party to terminate the Contract.
12.1. The Contract represents the entire agreement between the parties in relation to the subject matter and supersedes all previous agreements, representations or understandings between the parties. The parties agree that they shall have no rights or remedies in relation to any representation or warranty that is not included in the Contract.
12.2. The Customer shall not assign, sub-contract, delegate, or otherwise transfer any of its rights or obligations under the Contract without the prior written consent of the Supplier.
12.3. If any provision of these Terms is held by a competent authority to be invalid or unenforceable, in whole or in part, the validity of the other Terms and of the remainder of the provision in question will not be affected. Every provision is severable from every other.
12.4. No single or partial exercise or failure or delay in exercising any right, power or remedy by a party under the Contract, howsoever arising, shall operate as a waiver by that party of, or impair or preclude any further exercise of that right, power of remedy. To be valid and effective, any waiver must be in writing.
12.5. Unless otherwise expressly stated, nothing in the Contract will create or confer any rights or other benefits pursuant to the Contracts (Rights of third Parties) Act 1999in favour of any person other than a party to the Contract.
12.6. Any written notice under these Terms will be deemed to have been sufficiently served if posted by pre-paid official post, couriered, faxed on receipt of successful answerback, or if sent by e-mail (but in this case only on evidence of successful transmission and only if the parties have regularly communicated on contract matters by e-mail).
12.7. The Contract will be governed by the law of England, and the parties submit to the exclusive jurisdiction of the English courts.
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