DATS CAD Services
These Terms and Conditions apply to all Quotations and Contracts for provision of Services by DATS (HOLDINGS) LIMITED.
Attention is drawn in particular to clauses 7 and 8, which exclude or restrict the Company Group’s liability or containindemnities in the Company Group’s favour in certain circumstances
- Description of Contract
- Performance of Contract
In these Terms and Conditions, unless the context otherwise requires:
“Company” means DATS (HOLDINGS) LIMITED.
“Company’s Address” means 1 Springfield Street, Palmyra Square, Warrington, Cheshire, WA1 1BB or the usual place of business.
“Company Group” means the Company, its subcontractors and suppliers of any tier and its and their employees, directors, representatives, agents, servants, invitees and any person employed, hired or engaged by any of them.
“Customer” means any person, firm, company, partnership, competent authority or other business entity who agrees to obtain Services, purchase Products or hire Equipment from the Company under the Contract.
“Customer Group” means the Customer, its subcontractors and suppliers of any tier, and its and their employees, directors, representatives, agents, servants and invitees and any person employed, hired or engaged by any of them.
“Contract” means the agreement between the Company and the Customer for any form of business conducted by or with the Company.
“Delivery Address” means the address for delivery of Service which shall be the Company’s Address, or such other address as may be agreed in Writing.
“Estimated Delivery Date” means the date on which the Company estimates that the Services will be delivered.
“Losses” or “Claims” includes all actions, causes of action, claims, emands, proceedings, damages, awards, payments, debts, losses, costs, expenses (including legal or professional expenses), penalties, fines, compensation or other liabilities, whether direct, indirect, consequential or otherwise including loss of profit, business, turnover or market share, and interest thereon.
“Order” means any written instruction issued by the Customer to the Company for the provision ofServices.
“Party” means each of the Company and the Customer and “Parties” shall be construed accordingly.
“Price” means the total charge made or to be made by the Company for the provision of Services as further defined in the Contract.
“Quotation” means the Company’s quotation for the provision of Services.
“Services” means any CAD services work provided by the Company to the Customer under the Contract including the provision of any consultancy or advisory services.
“Terms and Conditions” means the Terms and Conditions set out in this document and any other terms and conditions agreed pursuant to clause A2.
“Writing” means any form of written communication including electronic mail (“Email”) where the parties have agreed either expressly or by a course of dealing to communicate by Email and have provided each other with correct Email addresses accordingly, save that any Email shall take effect only when received by the recipient.
2.1 All business conducted by the Company with the Customer, including all Contracts, Quotations, pre-contractual negotiations and all Orders, shall be subject to these Terms and Conditions to the exclusion of any and all other terms and conditions, including any standard or general terms and conditions of purchase, sale, or for services confirmed, referred to in, enclosed or otherwise annexed to any Order, acknowledgement or other communication from the Customer, except where the Company has notified the Customer of an additional term to be incorporated or where the Parties have expressly identified or incorporated mutually agreed special conditions into an Order to modify, supplement or amend these Terms and Conditions (“Special Conditions”). Such Special Conditions shall apply equally with these Terms and Conditions but in the event of a conflict or any ambiguity between these Terms and Conditions and the Special Conditions, the Special Conditions shall prevail.2.2 Any and all statements, warranties, representations, advice or recommendations made or given by the Company during negotiations prior to the conclusion of a Contract are not binding unless expressly incorporated into the Contract.
2.3 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
2.4 If any provision of these Terms and Conditions is held by any competent court, tribunal or authority to be invalid or
unenforceable in whole or in part, the validity of the remainder of the provision and all other remaining provisions of
these Terms and Conditions shall not be affected thereby.
3.1 No Contract shall be formed until the Company confirms in Writing its acceptance of the Order from the Customer. The Company does not offer or give any guarantee of acceptance of any Order. Acceptance of each Order is at the Company’s discretion and is subject to availability of the relevant Services and in line with company capacity.
3.2 The Company will provide CAD Services and/or Scanning Services to the Customer and the Customer will pay the specified Price, in accordance with the Contract.
3.3 The Contract shall constitute the entire agreement between the Company and the Customer and shall supersede and extinguish all previous drafts, warranties, agreements, arrangements, statements, representations, references and understandings between the Company and the Customer, whether written or oral, relating to its subject matter.
4.1 Unless otherwise agreed in Writing, the place of performance of the Contract, shall be the Company’s Address. Unless otherwise agreed in Writing, it is the Customer’s obligation and risk to take delivery from or to deliver to the Company’s Address, as the case may be, any Completed CAD Services or Scan which is the subject of the Contract.
4.2 Where the Company agrees to provide Services to the Customer, the Company will use all reasonable effort to deliver any provide Services/Scan by the Estimated Delivery Date. However, any dates specified by the Company for delivery of the Services are intended to be an estimate only and if no dates are so specified, delivery will be within a reasonable time.
4.3 Unless otherwise agreed, the Customer will take delivery of the Services within seven (7) days from receipt of notice in Writing from the Company to do so. If the Customer fails to take delivery of the Services within seven (7) days (or any other period agreed pursuant to this clause) from receipt of notice in Writing from the Company then, without prejudice to any other right or remedy available to the Company, the Company may:
- issue its invoice in respect of the Services as if they had been delivered;
- suspend other deliveries of the provision of Services.
5.1 The Price for the provision of Services or hire of Equipment shall be that agreed between the Parties and confirmed in Writing by the Company.
5.2 All prices quoted by the Company in its Quotations are valid for thirty (30) days only. The Company reserves the right to amend any typographical, clerical or other error or omission on any documentation containing pricing information issued by or on behalf of the Company, and the Company shall have no liability to the Customer for any such errors or omissions.
5.3 Unless otherwise specified, the Price for any Services, provided by the Company to the Customer shall be exclusive of any travel, accommodation, subsistence or other out-of-pocket expenses of the Company’s employees, servants or agents (which where applicable the Customer shall pay to the Company at cost).
5.4 Where applicable the Company is obliged to charge in addition to the Price any value added tax in the United Kingdom.
6.1 The Company will issue to the Customer from time to time an invoice or invoices for the Price of any Services, together with any additional costs and/or charges payable by the Customer under clause 5.
6.2 Unless otherwise agreed in Writing, payment of any invoice submitted by the Company to the Customer is due within thirty (30) days of the date of the invoice and payment within this time shall be of the essence of the Contract.
6.3 Receipts for payment of any invoice will only be issued upon request in Writing by the Customer.
6.4 If the Customer fails to make any payment of any invoice within due time then, without prejudice to any other right or remedy available to the Company, and without liability to the Customer, the Company shall be entitled to:
i. cancel the Contract, and require immediate return at the Customer’s expense of any Products or Equipment;
ii. suspend further performance by the Company under the Contract;
iii. charge the Customer interest on any unpaid amount from the date payment is due to the date payment in full
is made. Interest shall be calculated on a daily basis at the per annum rate of either 4% above the base bank rate from time to time of RBS Bank or 8%, whichever is the higher. The Customer shall pay interest together with the overdue amount;
iv. be reimbursed by the Customer for all Losses incurred by the Company in the collection of any overdue amount.
6.5 Nothing in this clause shall prevent the Company from alternatively electing to charge interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
7.1 The Company shall perform all Services with reasonable skill and care in accordance with these Terms and Conditions and all applicable laws.
7.2 It is the Customer’s responsibility and risk that any Order, specification, drawing or information provided to the Company by the Customer or any person for or on behalf of the Customer in connection with the Contract is true,
complete and accurate in all respects.
7.3 Notwithstanding clause 8.1, the Company’s liability arising out of or in connection with the Services shall be limited to reperforming at its expense any Services that are deficient because of the Company’s failure to perform the Services in accordance with the standard of performance specified in clause 7.2 and provided the Customer gives written notice of the breach complained of to the Company within a reasonable time not to exceed thirty (30) days from the time the Customer discovers or ought to have discover
- Laws and Regulations
- Force Majeure
- Cross Claims and Set Off
- Forced Labour
- Governing Law and Jurisdiction
9.1 The Company shall be entitled to terminate the Contract forthwith by notice in Writing to the Customer if:
i. the Customer commits an irremediable breach of the Contract (including breach of clauses 10, 18 and 19), persistently repeats a remediable breach or commits any remediable breach and fails to remedy it within
seven (7) days of receipt of notice in Writing of the breach requiring remedy of the same; or
ii. the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise
than for the purposes of solvent amalgamation or reconstruction); or
iii. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
iv. the Customer ceases or threatens to cease to carry on business; or
v. where the Customer is resident in a jurisdiction other than England and Wales, an event similar to any of those specified in clauses 9.1 (ii) and 9.1 (iii) occurs to or in relation to the Customer.
9.2 In the event of termination by the Company pursuant to clause 9.1 above then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries of Product or Equipment or the provision of Services due under it without any liability to the Customer and, if the Services have already been provided, Products delivered or Equipment hired but not paid for, the price of the Services, Products or Equipment shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and the Company shall be entitled to charge interest in accordance with clause 6.4(iii)
9.3 The Customer shall be entitled to terminate the Contract by giving thirty (30) days written notice of termination to the Company. In the event of termination by the Customer pursuant to this clause, the Company shall invoice the Customer and the Customer shall immediately pay to the Company the full Price together with any additional costs and/or charges payable by the Customer including under clause 4, 5.3 and 6.
10.1 The Customer shall comply with all applicable laws, statutes, regulations and codes in force from time to time in relation to the Contract, including those relating to data and privacy and the ownership.
10.2 The Customer shall ensure that all appropriate safety information (whether or not supplied by the Company) is distributed and drawn to the attention of all members of the Customer Group and all others who require it for the safe handling or use of the Products or Equipment.
10.3 The Customer shall indemnify and hold the Company Group harmless for any and all Losses suffered by the Company attributable to a breach of this clause 10.
11.1 The Customer hereby agrees that, during the term of the Contract and for a period of twelve (12) months after expiry or termination howsoever caused, it will not solicit the Company’s staff who are known by the Customer to have been employed or engaged in the performance of the Contract. For the purposes of this clause, ‘solicit’ means a direct or indirect attempt to induce such person to take an engagement with such party as an employee, director, subcontractor or independent contractor provided that this clause shall not apply to any engagement as a result of a general advertisement or recruitment campaign.
12.1 All techniques, processes, inventions, trade secrets, equipment, drawings, CAD Services, specifications, documents, proposals and information concerning the Services, Products or Equipment or relating to the Company’s business of which the Customer shall obtain knowledge or information (except to the extent that they are within or fall into the public domain other than by breach of the Contract) shall remain both during and after the completion of the business conducted under the Contract the absolute and exclusive property of the Company and the Customer shall keep confidential and retain the same with the utmost secrecy and shall procure that all members of the Customer Group shall abide by the terms of this provision as though it were binding upon each of them and the Customer shall not, and shall procure that all members of the Customer Group shall not, use the same other than for the purpose of the Products, Equipment and/or Services received, nor shall it cause or permit anything which may damage or endanger the intellectual property of the Company or allow or assist others to do so.
13.1 No payment accepted by the Company and no neglect, delay or indulgence on the part of the Company in enforcing the Contract or any of the Terms and Conditions thereof shall operate as a waiver of the Company’s rights thereunder, unless in each case the Company expressly so agrees in Writing.
The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company’s obligations if the delay or failure was due to any cause beyond the Company’s reasonable control including:
i. act of God, storm, flood, tempest or other weather conditions, explosion, fire or accident;
ii. war or threat of war, civil war, hostilities, sabotage, insurrection, riot or civil disturbance, or requisition;
iii. Governmental or local authority acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind;
iv. import or export regulations or embargoes;
v. strikes, lock-outs or other industrial actions or trade disputes whether involving employees of the Company Group or of a third party;
vi. difficulties in obtaining raw materials, labour, fuel, parts, equipment, machinery or other essential supplies; or
vii. failure or breakdown in equipment or machinery from power failure or other external causes.
15.1 The Customer hereby waives any right to set-off under the Contract or otherwise and agrees to pay all sums due to Company regardless of any equity, set-off or cross claim on the part of the Customer against the Company
16.1 Any notice required to be given by either Party under the Contract shall be delivered or sent by pre-paid first class recorded delivery addressed to the registered office of the party to be served or to such other place as may be designated a Party for the purpose of service and shall be deemed to have been served in the case of a notice delivered by hand, when delivered, or in the case of a letter forty-eight (48) hours after the time of posting.
17.1 The Customer shall not assign, transfer or sub-contract all or any part of the Contract or any benefit, interest, right or obligation under the Contract, without the prior agreement of the Company in Writing.
18.1 The Customer shall:
i. comply, and shall procure that each member of the Customer Group shall comply, with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including the Bribery Act 2010;
ii. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
iii. have and shall maintain in place throughout the term of the Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure its compliance with clause 18.1(i) and (ii)
and will enforce them where appropriate;
iv. promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by any member of the Customer Group in connection with the performance of the Contract; and
v. immediately notify the Company in Writing if a foreign public official becomes an officer or employee of any member of the Customer Group or acquires a direct or indirect interest in the Customer or in any member of
the Customer Group (and the Customer warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of the Contract).
18.2 The Customer shall ensure that all members of the Customer Group performing work or services in connection with the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Customer in this clause 18.
19.1 The Customer shall:
i. comply, and shall procure that each member of the Customer Group shall comply, with all applicable laws, statutes regulations and codes relating to slavery, servitude, forced or compulsory labour and human
trafficking including the Modern Slavery Act 2015;
ii. undertake not to purchase any resource, materials or products from producers, suppliers or manufacturers using forced or compulsory labour in its operations or practices;
iii. have and shall maintain in place throughout the term of the Contract its own policies and procedures to ensure its compliance with clause 19.1(i) and (ii) and will enforce them where appropriate;
iv. immediately notify the Company in Writing if it becomes aware of any breach or alleged breach of this clause within its supply chain (and the Customer warrants that has not been convicted of any offence involving
slavery and human trafficking and, having made reasonable enquiries, to the best of its knowledge none of the members of the Customer Group or their direct or indirect owners at the date of the Contract have been or
are the subject or any investigation, enquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding an offence or alleged offence of or in connection with slavery and human
19.2 The Customer shall ensure that all members of the Customer Group performing services or work in connection with the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Customer in this Clause 19.
20.1 The Contract and all obligations relating to or arising out of the Contract shall be governed by and construed in accordance with the laws of England.
20.2 The Parties hereby agree that any Claims, disputes, legal actions, suits or proceedings that either Party may have against the other arising out of or in connection with the Contract shall be subject to the exclusive jurisdiction of the English Courts. In addition, the Customer hereby agrees that the Company shall have the right to bring any Claims, disputes, legal actions, suits or proceedings it may have against the Customer in the courts of any jurisdiction where the Customer or any of its property or assets may be found or located, and the Customer hereby irrevocably submits to the jurisdiction of any such court.
20.3 Should changes in applicable laws, rules and regulations, including any change in interpretation thereof by the courts or a legally constituted governmental or regulatory body or similar authority, made after the effective date of commencement of the Contract, result in an increase in the cost to the Company and/or a delay in the Company’s time for performance of the Contract, the Price and/or the schedule for performance, as the case may be, shall be adjusted to the extent necessary to provide the Company with relief from such increase in cost and/or delay.