PURETAS LIMITED

Company Number 10036877

TERMS AND CONDITIONS

1 Definitions and Interpretation.

1.1 These terms and conditions are to be read in conjunction with any special terms and conditions specified and agreed in correspondence with Us:

  • ìContractî means the Contract between Us and You for the supply of Services governed by these Terms and the Engagement Letter.
  • ìClient or Youî means the individual or business entity who purchases Services from Us and whose details are set out in the Engagement Letter.
  • ìCompany or Us or Weî means Puretas Limited, a company incorporated in England and Wales under company number 10036877 whose registered office is at Coulton Grange, Coulton, North Yorkshire YO62 4NE.
  • ìIntellectual Property Rightsî means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade, rights in goodwill to
    sue for passing off, rights in design, rights in computer software, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights whether registered or unregistered and all similar or equivalent rights or forms of protection in any part of the world.
  • ìEngagement Letterî means the Engagement Letter placed by You through counter-signing our Quotation form.
  • ìQuotationî means the written Quotation prepared by Us which contains our proposals for providing Services to You.
  • ìServicesî means the services we will provide to You as specified in the Engagement Letter.
  • ìSpecificationî means the description or specification of the Services in the Engagement Letter.
  • ìTermsî means these terms and conditions as updated from time to time by the Company.

2 Terms and Conditions

2.1 By requesting that we carry out the Services and by accepting any fee proposal You are deemed to have accepted these Terms which shall apply to all agreements concluded between Us and You to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealings.

2.2 No amendment to these Terms shall be effective unless it is made in written agreement executed on behalf of both parties.

3 Contract

3.1 The Engagement Letter constitutes an offer by You to purchase the Services in accordance with these Terms. You must ensure that the Terms of the Engagement Letter and any relevant Specification are complete and accurate.

3.2 The Engagement Letter shall only be deemed to be accepted by Us when we issue a written acceptance of the Engagement Letter or when we start to provide the Services having received the Engagement Letter, whichever happens first, at which point the Contract shall come into existence.

3.3 The Contract constitutes the entire agreement between Us and You relating to the provision of Services as detailed in the Engagement Letter to You and for You to purchase those Services in accordance with these Terms.

3.4 You acknowledge that You have not relied on any statement, promise or representation made or given by or on behalf of Us which is not set out in the Contract.

3.5 The Quotation for the supply of Services given by Us shall not constitute an offer. The Quotation shall only be valid for a period of 14 working days from its date of issue.

4 Our Responsibilities

4.1 We will provide the Services as stipulated in the Engagement Letter (including any variations as may be agreed in writing between Us) with reasonable care and skill and in a timely manner, to conform in all material respects with the Specification.

4.2 We shall use all reasonable endeavours to meet any particular dates specified in the Engagement Letter, but any such dates shall be estimates only, and time shall not be of the essence for the provision of the Services. We shall not be liable for any delay in delivery of the Services caused by any event outside our control (including but not limited to strikes, disputes, failure of any utility services, compliance with laws, regulations, breakdown of plant or
machinery and generally any other matter that was outside the control of either party) or Your failure to provide us with adequate delivery instructions or any other instructions relevant to the supply of the Services.

4.3 We reserve the right to use and employ the skills and resources of other individuals or businesses to perform the Services where it is deemed appropriate to the subject matter. However, We shall always remain liable to You for the performance of the Services as if We had carried them out ourselves.

4.4 Unless You request otherwise, We will correspond with You by way of email or other electronic media. We will take all reasonable steps to ensure the confidentiality of our correspondence and whilst no warranty or guarantee is given, We endeavour to check for viruses that may affect our correspondence.

5 Your Obligations

5.1 It is Your responsibility to provide assistance and technical information to us, as may be reasonably required by us in sufficient time to facility the execution of the Engagement Letter. You will have sole responsibility for ensuring the accuracy of all information provided to Us and You warrant and undertake to Us that your employees assisting in the execution of the Engagement Letter, have the necessary skills and authority, if relevant.

5.2 It would be helpful if You could, as quickly as possible, and within any agreed timescales, comment on and or approve material provided under the Services.

5.3 In the event that You fail to take the appropriate action or provide such materials as may be required by Us within any agreed timescale (and at least within 15 working days of the date requested by Us), We shall be entitled to invoice for the Services carried out to-date, and not carry out any remaining Services specified in the Engagement Letter until such time as all resources and actions have been provided and taken.

5.4 We will not be responsible for any consequences that arise from any delay or failure by You under this clause 5, and this may also result in additional fees for which payment may be demanded.

5.6 You agree to indemnify and keep Us indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by Us in respect of any third parties as a result of the provision of the Services in accordance with the Engagement Letter Specification or any other matter that arises out of our advice, and which results in claims or proceedings against Us for infringement of any Intellectual Property Rights, or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.

6 Prices

6.1 Unless otherwise expressly stated, all fees will be calculated and payable on a sterling basis and are agreed on an individual basis taking into account the degree of skill and responsibility involved and the resources required to complete the project. VAT will be added to our charges, and any disbursements incurred during the completion of the Services will also be invoiced to You.

6.2 Please note that We may provided You with an estimate of our fees (as opposed to an agreed fixed fee) in connection with an Engagement Letter. Any such fee estimate is not binding on Us, and by giving an estimate We are not agreeing to perform the Services within a fixed time or for the estimated fee. Whilst We ensure that every effort is made to ensure that our costing estimates are accurate, We reserve the right to amend any estimate, should any error or omission have been made. In the event that during the course of carrying out the Services it becomes apparent that the original estimate needs to be updated, We will of course provide this update to You an ongoing basis to ensure that all times You have a realistic understanding of the final fee that will be payable.

6.3 Any fee budget that We agree with You is based on the assumption that the information that We require from You to carry out the Services is made available in accordance with all agreed timescales, and that the appropriate employees and staff are available during the course of our work to ensure that the Services are carried out in a timely manner. If there are delays or other unanticipated problems that arise, and which are beyond our control, this may result in additional fees. We will of course advise You of any delays as and when they occur, and will discuss with You any potential effect on fees prior to commencing any additional work if required.

7 Payment

7.1 All sums referred to in the Contract shall be payable in full without deduction, withholding or set-off at such times as may have been agreed between us. It is not unusual for Us to ask for a non-refundable deposit at the commencement of our work, and this will always be taken into account when the final fee is payable by You.

7.2 Unless otherwise agreed between ourselves, all fees owing by You to Us under the Contract shall be payable within 28 working days of the date of the invoice, and by way of cleared funds. Our invoice number should be stated on all payments and payments made by BACS, CHAPS, or bank transfer are all accepted.

7.3 In the event of any payment being overdue, We shall be entitled to charge costs and interest on the outstanding sums, at the statutory rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, or at the rate of 2% above the Base Rate of Lloyds Bank Plc whichever shall be the higher. In addition, should payment remain outstanding We shall be entitled to suspend the provision of our Services until such time as You make settlement of the outstanding fees. Our decision not to enforce this right when amounts become due, is entirely discretionary and shall not limit our ability to subsequently enforce any outstanding fees.

7.4 If any payment of our fees is late, We shall be entitled to consider this as constituting a material breach of the Contract and therefore entitling Us, entirely at our discretion, to cancel the Contract, or affirm the Contract and assert the usual remedies for breach of contract.

7.5 In the event that You cancel or amend the Services that We have agreed to provide to You after We have started work on them, We can request that You reimburse us for all costs, expenses, charges and losses incurred by us as a result of such cancellation or amendment including without limitation, any costs, expenses or charges arising from the cancellation or amendment of any contracts that We may have entered into or pledged with third parties for the purpose of performing the Services.

8 Information and Confidentiality

8.1 Where You have provided Us with confidential information we shall at all times, subject to the following comments, undertake to keep such information confidential and will not disclose such information without your permission. However, there a few specific circumstances in which it may be necessary for us to disclose your confidential information to third parties. For example, We may be required to release such information by law, in which case we will only disclose such relevant information as We have to. We also have to outsource some of our responsibilities, and in this situation, We may need to provide to the external service provider, such sufficient information to allow them to complete their task, which will be in accordance with the Services. Should this be the case, We will make all appropriate arrangements to ensure that the external service provider is put under similar obligations of confidentiality in respect of the confidential information that You may have provided.

8.2 We can also confirm that we will comply with the requirements of the Data Protection Act 1998 in respect of any personal information that we receive from You.

8.3 The report, correspondence, letters and information that We provide to You during the provision of our Services, are given in complete confidence and solely for the purpose of the Engagement Letter, and are provided to You on the condition that You undertake not to disclose such report and correspondence or any other confidential information made available to You by Us during the course of the work to any third party (being any entity other than those to whom the report and correspondence is addressed) without our prior written consent.

8.4 The provisions of this clause 8 shall survive the termination of our engagement, although they shall cease where the relevant information enters the public domain other than by breach of these provisions.

9 Intellectual Property Rights

9.1 We retain all copyright and other intellectual property rights in all reports, written advice and other materials provided by Us to You during the course of the Engagement Letter, although You have the full rights to distribute copies of these materials within your own organisation. If You wish to distribute copies of these materials outside your organisation, then You will need to obtain our permission.

9.2 You hereby irrevocably licence Us to use and display your name, figure, logo etc as a reference on our website and other market materials or types of media whilst You are a client of the Company and for 18 months after the Contract terminates.

10 Liability

10.1 Under no circumstances shall We be under any liability whatsoever to You for any loss or damage whatsoever arising from or in connection with the provision of the Services, or for any claim made against You by any third party.

10.2 Without prejudice to the generality of clause 10.1 above, We shall have no liability for any losses or damages which may be suffered by You whether the same are suffered directly or indirectly, or are immediate or consequential including such matters as loss of profit, loss of opportunity and reputation, loss of data which may be suffered by You out of any breach by us of this Contract.

10.3 Under no circumstances whatsoever shall our liability under this Contract exceed the Contract price payable in respect of the Services giving rise to the liability.

10.4 Nothing in these Terms shall exclude our liability for death or personal injury caused by our negligence or any other liability for which exclusion or restriction is prohibited by law or for fraudulent misrepresentation.

10.5 In the event that You do not implement some or all of our recommendations, We shall not bear any liability for any lack of success experienced by You relating to the Services.

11 Staff

During the course of Your engagement with Us and for a period of 6 months following the completion of the Services, You undertake not to:-

11.1 Solicit or entice away (or assist anyone else in soliciting or enticing away) any member of Our staff or associates or third parties instructed by Us with whom You have had dealings in connection with this engagement during the twelve months immediately prior to your approach or employ any such person or engage them in anyway to provide Services to You.

11.2 In the event that You breach any of the Terms of the undertaking contained above in clause 11.1 which leads to an individual working directly for You, You agree to pay to Us on demand, a sum equivalent to 30% of the total annual remuneration package paid by Us to the individual prior to their departure. You hereby acknowledge that this provision is a fair and reasonable term intended to be a genuine assessment of the likely loss to Us.

12 Termination

12.1 We hereby agree that either party may terminate the Contract by giving 3 months notice in writing to the relevant partyís regular correspondence address. In the event of terminating the Contract, any fees and expenses incurred by Us to the date of termination will become immediately payable by You.

12.2 Notwithstanding the provisions of clause 12.1 either party may terminate the Contract with immediate effect by serving on the other written notice of the termination in the event that:
 (a) the other party commits a material breach of the provisions of the Terms or the Contract, which can either not be remedied, or if it can be remedied, it is not remedied within 30 days after the non-breaching party has given notice to the party in default; or
 (b) the other party passes a resolution, or any such steps are taken for that party to be wound-up (otherwise than for the purposes of reconstruction or re-organisation) or a receiver or manager is appointed in respect of that partyís business, or if an administrator is appointed or if the party enters into a voluntary arrangement or any other arrangement that may arise under the Insolvency Act.

12.3 As mentioned previously, in addition to all other rights and remedies under these Terms, We shall be entitled to terminate the Contract without notice in the event that any of our charges for the Services are not paid in accordance with the terms.

13 Professional Indemnity Insurance

13.1 We carry [professional] indemnity insurance, effective with Hiscox under policy number PL-PSC10000703614/00 covering our services in England and Wales. The limit of indemnity covered by this insurance is £2,000,000 and our
liability to You will be subject to such limits.

14 General

14.1 If any of the Terms are held to be invalid or unenforceable under any applicable law then the remainder of the Terms shall continue in full force and effect and be binding on the parties to the Contract.

14.2 Any failure of either party to enforce or to exercise at any time any right pursuant to these Terms, shall not be construed as a waiver of the Terms and shall in no way affect the legality, validity or enforceability of the Terms and shall in no way affect that partyís right to later enforce or to exercise such rights.

14.3 These Terms constitute the entire agreement between the parties relating to the provision of the Services and the Contract supersedes all prior representations, agreements, negotiations and understandings whether oral or in writing, and therefore except as expressly provided, all other conditions and warranties, whether implied, statutory or otherwise, are hereby excluded to the fullest extent permitted by law.

14.4 These Terms shall be governed by and construed in accordance with the laws of England and Wales and any dispute arising out the Contract or these Terms shall be subject to the exclusive jurisdiction of the English courts.