Standard Conditions of Contract
In these conditions:
“Informate” refers to the company Informate Limited, a company registered in England and Wales (company number 06127581, whose registered address is at Cedars Business Centre, Barnsley Road, Hemsworth, West Yorkshire, WF9 4PU
“Materials” refers to any lists of names, addresses and any other information or data or services or documents provided.
“Client” refers to the party whom the Materials are supplied by Informate.
Informate contracts with the Client subject to the terms and conditions set out below. No additions to, or modifications shall form part of the contract unless agreed in writing between the parties. These terms and conditions shall override any other terms and conditions in any document or other communication with the Client used in concluding the contract with Informate.
a) Any period or times stated for delivery or for compliance with any other contractual obligations of Informate are estimates only and Informate accepts no responsibility for loss or damage resulting from delay or failure to notify the Client of any such delay.
b) Estimated times run from the date of Informate’s receipt from the Client confirming the acceptance of the quotation together with any payment due with such order and receipt of all files, information, licences and consents necessary to proceed with the order.
c) Changes in specification or additional work or revised instructions relating to any estimates of price and/or time for completion of the contract.
The price of the Materials shall be the price quoted by Informate and confirmed in the quotation accepted by the Client. Unless otherwise specified prices are subject to Informate’s right to increase any price to take account of delivery charges, insurance costs, special handling charges (if any) and/or packaging charges (if any), agreed charges in the quote or changes in any taxes, duties or levies charged on or in relation to the Materials in relation to this contract and/or any extra costs or expense incurred by Informate as a result of site conditions, delays, interruptions, lack of information, changes in exchange rates and/or without limitation any other factors beyond Informate’s control.
5. DESPATCH AND DELIVERY
a) The delivery of the Materials shall be as soon as practicable following the date of the Order Confirmation received from the Client and payment or payment terms has been agreed.
b) Delivery will be deemed to have occurred when the Materials have been deposited with or collected by any employee of the Client or transmitted by electronic data transfer to an address of the Client.
c) The Client shall be responsible for the inspection of the Materials on arrival and shall notify Informate immediately if there is any damage, discrepancy or shortage, within 72 hours after receipt of notice of despatch.
6. RISK, OBLIGATIONS AND INSURANCE
a) All rights in the Materials shall remain with Informate until Informate has received the full amount of the price agreed under the agreed terms. All rights in the Materials remain with Informate and if the Client is in default in any of the obligation under this Agreement, Informate shall have the right to request the immediate return of the Materials and for that purpose the Client confirms that it shall allow Informate the right to go on any premises occupied by the Client for the re-taking of possession. Should such event occur, this Agreement shall be immediately terminated but without prejudice to the rights of Informate to enforce any other or additional remedy existing at the time of termination in respect of such default.
b) The risk in the Material shall pass to the Client on despatch, thereafter the Client shall be responsible for care and protection of the Materials and shall comply with all applicable previous licence restrictions used to collate the Materials. The Client shall use its best endeavours in relation to the security and confidentiality of the Materials in its custody or control to prevent any unauthorised disclosure or any part of it. The Client shall take out at its own expense adequate and comprehensive ‘all-risks’ cover on the Materials.
c) The Client acknowledges that any uses to which the Materials are put complies with the current Codes of Practice of the appropriate supervisory bodies and comply with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).or any modification or re-enactment of it from time to time.
a) Unless otherwise agreed in writing the price must be paid within the agreed terms and prior to the dispatch of the Materials. Minimum order values will apply to each file/service and royalty fees (if applicable) are payable in addition to processing fees. All fees quoted are excluding VAT unless otherwise detailed within the quote.
b) Payments will be taken on receipt of Order Confirmation from the Client. Payment must be received prior to any work being commenced by Informate. Once payment has been received work will commence immediately and from this point no refund will be processed.
c) Any dispute concerning any item or separate part of the Materials or any further contractual obligation of Informate to the Client, will not affect the Clients obligation in respect of payments. If any payment is not made when due, or work on the Materials is held up for any reason attributable to the Client, or the Client incurs bankruptcy, insolvency, liquidation or the appointment of a Receiver, the full price of the Materials less any sums already paid in respect of the Materials and/or work done by Informate shall immediately become due and payable by the Client and Informate may at its option cancel the contract or cancel or suspend despatch.
d) Without prejudice to any other right of Informate all overdue payments shall carry interest at the rate of 10% percent per month on the amount or amounts for the time being outstanding. The Client agrees to indemnify Informate, in respect of all legal costs and expenses incurred by Informate in obtaining payment in full from the Client.
e) In the event that the Client does not take delivery of the whole quantity of the Materials which are subject of any Order Confirmation received from the Client. contract to which these conditions apply on the date within the time laid down by such contract then, at Informate’s total discretion and without prejudice to any other remedy available to Informate any discount or other allowance in respect of quantities of Materials ordered may be recalculated to the level of Materials actually accepted by the Client.
f) Informate has the right to retain ownership of Materials in order to dispose of, to recover any monies outstanding to Informate by the Client.
a) As stated in Clause 5c) above, any defect in or failure of the Material must be notified in writing or electronic message to Informate by the Client within the period of 72 hours after delivery. On the basis indicated below, Informate will; re-supply, make good or refund the Material’s (at Informate’s option) which are shown to Informate reasonable satisfaction to have proved
defective under proper use and handling by the Client. Informate shall not be responsible for the Material after it has been made good or re-supplied. If the original Materials supplied prove to be correct and accurate, then at Informate’s sole discretion, all labour costs and expenses incurred in analysing the Material returned by the Client shall be borne by the Client at the rate agreed in the Order Confirmation. Informate shall not give any indemnity or consequential damage caused by defective Material.
b) For clarity, any disputes on delivery in the quality of Materials shall not be grounds for cancellation of the order, agreement, or contract.
c) The 72 hour warranty contained in this condition is in lieu of all conditions and warranties (whether express or implied and whether arising at Common Law or by statute) all of which are hereby excluded to the extent permitted by law and provided always that nothing herein shall be deemed to exclude the warranty as to title implied by S. 12 of the Sale of Goods Act 1979.
d) The 72-hour warranty given by Informate above shall not apply if: -
i. The repair or replacement of Material is required because of accident, neglect, or misuse of the Material by Client interference or by persons other than Informate employees.
ii. Material used in conjunction or merged with supplies from sources which have not been authorised by Informate.
e) Informate has no liability to the Client for Materials lost or damaged including the costs of recovering supplied or managed Materials.
9. PERFORMANCE MATERIALS
a) Informate will use all reasonable endeavours, and all due care and attention to provide the Material subject to the Order Confirmation. It is agreed and understood by the Client that Informate cannot warrant or guarantee 100% accuracy in relation to the Materials provided to the Client and Informate shall not be liable for any breach in relation to inaccuracies and omissions.
b) Informate operates under licences and/or conditions with third parties to validate conformance and to ensure due care has been undertaken on the generation and supply of the Materials. Materials collated beyond the third party terms and licences are subject to exclusivity agreements that cannot be verified by Informate, Informate provide such materials based on the understanding that all of agreed terms and licensing, to corroborate the work undertaken to manufacture the Material is done so lawfully. Informate accept no liability with regard to the construction of the licensed Material from Informate suppliers and sources.
c) Any performance figures quoted or referred to in any specification or other document used in concluding an order are estimates only. These performance figures are based on the assumption that the performance of the delivery of the discussed operational delivery will be undertaken in a well-managed office with experienced, adequately trained and efficient operators and appropriate services, together with the proper use of satisfactory materials.
d) It is accepted and agreed between the parties that Informate shall not be liable to the Client or be deemed to be in breach of contract in relation any failure in the performance of the Materials.
Informate reserves the right on the sale of any Material to make before delivery any alteration to or departure from the specification or design of the Material detailed on the order; provided that it shall not adversely affect the performance or quality of the Material. All specifications or documents issued by Informate either before or after conclusion of the order are issued solely for the Clients use in connection with the Material and shall not be copied, reproduced or communicated to any third party without Informate express consent in writing.
11. FORCE MAJEURE AND FRUSTRATION
a) Not be liable in any event for any loss or damage; and,
b) Be entitled to cancel or rescind the contract, if the performance of its obligations under the contract is in any way adversely affected by any cause beyond Informate’s control; including but not limited to the delays or defaults of suppliers or the default of any sub-contractor, war, strike, lock-out, trade dispute, flood, accident to plant or machinery, shortage of materials or labour.
No contract or order may be cancelled without Informate’s written consent, not to unreasonably withheld. In the event that cancellation is agreed for whatever reason the Client shall indemnify Informate against all costs, claims, loss, and expenses occasioned thereby including any consequential loss and loss of profits.
a) Informate’s liability under any Confirmed Order is limited to making good defects or failures to the Material’s to the extent provided in Clause 8. Informate shall not in any circumstances be liable for any loss, damage, costs, charges or expense (including indirect and consequential loss or damage) of any nature howsoever arising and including but not limited to any loss resulting directly or indirectly from the negligent act or default of Informate its servants, bureaux, brokers, agents or suppliers or from anything supplied or specified by the Client or from the failure to or delay in supply of any such thing.
b) The Client shall reimburse Informate for all costs, expenses, losses, and damages arising directly or indirectly from the improper use of Materials or late/non-delivery of anything supplied or specified by the Client.
c) The Client shall not rely upon any representations as to the Material or its quality for any particular purpose or performance unless made by Informate in writing.
This contract shall be subject to and construed in accordance with the laws of England in all respects as an English contract subject to the jurisdiction of the English Courts. The uniform laws on international sales shall not apply.
a) All the documentation and information described and supplied by Informate is copyrighted with all rights reserved. Under copyright, Informate documentation may not be reproduced, translated, or reduced to any electronic medium or machine-readable form, in whole or in part, without the prior written consent of Informate.
b) Failure to comply with this condition may result in prosecution. Informate does not warrant that the Material supplied will function properly in every hardware/software environment.
c) Informate make no representation, either express or implied, with respect to the Material, the quality, performance, merchantability, or fitness for a particular purpose.
d) The Material is licensed "as is", and you, the Client, by making use thereof, are assuming the entire risk as to its quality and performance.