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Terms & Conditions

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1. Interpretation

1.1 In these Conditions:

‘CUSTOMER’ means the person named on the Specification Sheet for whom the Supplier has agreed to provide the Service in accordance with these Conditions.

‘CONTRACT’ means the contract for the provision of the Service.

‘DOCUMENT’ includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device embodying any other date.

‘INPUT MATERIAL’ means any Documents or other materials, and any data or other information provided by the Customer relating to the Service.

‘OUTPUT MATERIAL’ means any Documents or other materials, and any data or other information provided by the Supplier relating to the Service.

‘SPECIFICATION SHEET’ means the document in which the services to be supplied by the Supplier are specified.

‘SERVICE’ means the service to be provided by the Supplier for the Customer and referred to in the Specification Sheet.

‘SUPPLIER’ means

‘SUPPLIER’S STANDARD CHARGES’ means the charges shown in the Supplier’s brochure or other published literature relating to the Service from time to time.

1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.

 

2. Supply of the Service

2.1 The Supplier (TVI) shall provide the Service to the Customer subject to these Conditions.  Any changes or additions to the Service or these Conditions must be agreed in writing by the Supplier and the Customer.

2.2 The Customer shall at its own expense supply the Supplier with all necessary Documents or other materials, and all necessary data or other information relating to the Service, within sufficient time to enable the Supplier to provide the Service in accordance with the Contract.  The Customer shall ensure the accuracy of all Input Material.

2.3 The Customer shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage.  The Supplier shall have no liability for any such loss or damage, however caused.  All Output Material shall be at the sole risk of the Customer from the time of delivery to or to the order of the Customer.

2.4 The Service shall be provided in accordance with the Specification Sheet (AND / OR ADVICE) and otherwise in accordance with the Supplier’s current brochure or other published literature relating to the Service from time to time, subject to these Conditions.

2.5 Further details about the Service, and advice or recommendations about its provision or utilisation, which are not given in the Supplier’s brochure or other promotional literature, may be made available on written request.

2.6 The Supplier may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Service without any liability to the Customer.

2.7 The Supplier may at any time without notifying the Customer make any changes to the Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Service.

 

3. Charges

3.1 Subject to any special terms agreed, the Customer shall pay the Supplier’s Standard Charges and any additional sums which are agreed between the Supplier and the Customer for the provision of the Service or which, in the Supplier’s sole discretion, are required as a result of the Customer’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Customer.

3.2 The Supplier shall be entitled to vary the Supplier’s Standard Charges from time to time by giving not less than one months’ written notice to the Customer.

3.3 All charges quoted to the Customer for the provision of the Service are exclusive of any Value Added Tax, for which the Customer shall be additionally liable at the applicable rate from time to time.

3.4 The Supplier shall be entitled to invoice the Customer following the end of each month in which the Service is provided, or at other times agreed with the Customer.

3.5 The Supplier’s Standard Charges and any additional sums payable shall be paid by the Customer (together with any applicable Value Added Tax, and without any set-off or other deduction) within 30 days of the date of the Supplier’s invoice.

3.6 If payment is not made on the due date, the Supplier shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgement) at the rate of 5% above the base rate from time to time of YORKSHIRE Bank plc from the due date until the outstanding amount is paid in full.

 

4. Rights in Input Material and Output Material

4.1 The Property and any copyright or other intellectual property rights in:

4.1.1 any Input Material shall belong to the Customer

4.1.2 any Output Material shall, unless otherwise agreed in writing between the Customer and the Supplier, belong to the Supplier, subject only to the right of the Customer to use the Output Material for the purposes of utilising the Service.

4.2 Any Input Material or other information provided by the Customer which is so designated by the Customer shall be kept confidential by the Supplier, and all Output Material or other information provided by the Supplier which is so designated by the Supplier shall be kept confidential by the Customer; but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.

4.3 The Customer warrants that any Input Material and its use by the Supplier for the purpose of providing the Service will not infringe the copyright or other rights of any third party, and the Customer shall indemnify the Supplier against any loss, damages, costs, expenses or other claims arising from any such infringement.

4.4 Subject to paragraph 4.3, the Supplier warrants that any Output Material and its use by the Customer for the purposes of utilising the Service will not infringe the copyright or other rights of any third party, and the Supplier shall indemnify the Customer against any loss, damages, costs, expenses or other claims arising from any such infringement.

 

5. Warranties and Liability

5.1 The Supplier warrants to the Customer that the Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification and at the intervals and within the times referred to in the Specification Sheet (AND / OR ORAL ADVICE).  Where the Supplier supplies in connection with the provision of the Service any goods (including Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Customer the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.

5.2 The Supplier shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.

5.3 Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly provided in these Conditions, the Supplier shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the Service or their use by the Customer, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Service, except as expressly provided in these Conditions.

5.4 The Supplier 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 Supplier’s obligations in relation to the Service, if the delay or failure was due to any cause beyond the Supplier’s reasonable control.

 

6. Termination

6.1 Either party shall be entitled to terminate the Contract at any time by giving not less than 21 days written notice to the other.

6.2 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within a reasonable time after being required by written notice to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.

 

7. General

7.1 These Conditions (together with the terms, if any, set out in the Specification Sheet) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties.  All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

7.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

7.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

7.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

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