Terms and Conditions for the Supply of Goods and Technical Services

Issue 12 - 16th February 2018

1. DEFINITIONS

1.1. “Supplier” means Spa Technology Limited, whose registered office is Bamfurlong Farm, Bamfurlong Lane, Cheltenham, Gloucestershire, GL51 6SW.

1.2. “Customer” means any person or company who purchases goods or services from the Supplier.

1.3. “Order” means an order placed by the Customer upon the Supplier for goods or services.

1.4. “Works” means the goods and task-based services to be provided by the Supplier to the Customer as detailed in the Order.

1.5. “Contract” means the contract formed by the Supplier’s acceptance of an Order.

2. GENERAL

2.1. These Conditions, together with any special conditions set out by the Supplier in the quotation or other contract documents shall be deemed to comprise the sole conditions under which the Supplier provides goods or technical services to the customer and shall supersede all other terms and conditions of order, purchase or sale used or proposed by the Customer.

2.2. In the absence of any agreement in writing expressly excluding or varying the Conditions, the Conditions shall apply to contracts for the provision of goods or services arising on acceptance by the Supplier by whatever means, or any order received, including, without limitation, via exchange of data by teletransmission (electronic data exchange).

2.3. Where any conflict arises between these conditions and any special conditions advised by the Supplier, the special conditions shall prevail to the extent that they are inconsistent with these conditions.

2.4. No binding contract shall be created by the acceptance of a quotation or offer made by the Supplier until notice of acceptance of the order in writing, signed by a person duly authorised shall have been given to the Supplier by the Customer or, if earlier, the Supplier performs the services for the Customer.

2.5. The Supplier shall determine which of its employees will perform, or assist in the performance of, the Works.

2.6. The Supplier has the right to sub-contract all or part of the Works to alternative suppliers but shall retain responsibility for the Suppliers warranties set out in Clause 10.1 below.

2.7. The Customer shall be under no obligation to offer or provide Orders to the Supplier, and the Supplier shall be under no obligation to accept Orders from the Customer.

2.8. These Conditions will be governed and construed according to the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English courts.

3. VALIDITY

3.1. The Supplier’s quotation is made on the assumption that the Works are reasonably capable of being carried out. If after commencement of the Works this is found not to be the case, the Supplier will advise the Customer as soon as reasonably practical and thereupon shall be freed from carrying out its obligation hereunder. No liability shall attach to the Supplier for any loss occasioned by such Works not being carried out and the cost all work undertaken shall be borne by the Customer.

3.2. Quotations by the Supplier are available for acceptance for thirty days from the date thereof and will lapse, if not previously accepted, by the end of that time.

3.3. The scope of the Works shall not be changed without the written agreement of the parties hereto.

4. PRICE

4.1. Prices are exclusive of VAT and any other taxes and levies chargeable in respect of the supply of goods or services which the Customer shall pay when due. Any such taxes and levies shall be charged at the rate effective at the date of invoice.

4.2. The Customer shall not be entitled to the quoted price where the Supplier agrees to vary the scope of the work or time scales from those originally specified in the quotation.

4.3. The Customer will reimburse the Supplier in respect of expenses incurred by the Supplier in carrying out the Works plus a charge of 10% that will be added to all expenses.

5. INVOICING AND PAYMENT

5.1. Unless otherwise agreed in writing, the Supplier shall be entitled to invoice the customer on completion of the Works.

5.2. The Customer shall make full payment to the Supplier of the contract price within thirty days from date of invoice.

5.3. The Customer shall not be entitled to the benefit of any set off to which the Customer might otherwise be entitled in law or in equity. All sums payable under the contract will be payable without any deduction and the Supplier shall be entitled in the event of non-payment to obtain and enforce judgement thereon without any stay of execution pending the determination of any cross or counterclaim by the Customer.

5.4. We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms.

6. CONFIDENTIALITY

6.1. The Supplier will take all reasonable steps to ensure that any documents or other material and data or other information supplied by the Customer and are clearly marked as confidential remain confidential to the parties. Such information will only be made available by the Supplier to third parties that have a reasonable need to know of it. The Customer is entitled to demand the return of all copies of any such documents or other material and data or other information within two weeks by giving the Supplier written notice.

6.2. This obligation of confidentiality will remain in force after the completion of the Works.

6.3. This clause shall not apply to any documents or other material and data or other information which are already in the public domain at the time when they are provided to the Supplier, and shall cease to apply where the Supplier is required by law to make a disclosure or if at any time the information becomes public knowledge through no fault of the Supplier.

7. OWNERSHIP AND COPYRIGHT

7.1. All software, hardware and documentation developed in the course of the Works remains the property of the Supplier unless otherwise agreed in writing.

7.2. In the event that an agreed invoice is not paid within thirty days of receipt of notification of late payment by the Customer the ownership of any items within the scope of the unpaid invoice will transfer back to the Supplier.

8. SUPPLIER’S OBLIGATIONS

8.1. The Supplier shall ensure that the Supplier’s own valid Public and Employer’s Liability Insurance remains in force throughout the duration of any Works.

8.2. The Supplier shall ensure that the Supplier’s personnel comply with the Customer’s rules relating to health, safety and security while undertaking any part of the Works at the Customer’s premises.

8.3. The Supplier will take all reasonable steps to ensure that the Works are completed within any timetable agreed between the Customer and the Supplier.

8.4. The Supplier shall ensure that the skills required for the continued provision of the Works are maintained at the Supplier’s own expense. This shall include, but may not be limited to, training, study and the provision of suitable equipment for the practice of such training and study.

8.5. The Supplier shall provide all equipment and materials used to undertake the Works, except where, due to the confidential nature or specialised nature of the Works, the Works must be performed on or with the Customer’s computers or equipment.

9. CONFLICTS OF INTEREST

9.1. The Customer understands and accepts that the Supplier is entitled to seek, apply for, accept and perform contracts to supply goods and services to third parties simultaneously to the Suppliers performance of the Works for the Customer.

9.2. The Supplier will not accept instructions from third parties which result in the Supplier being engaged by competitors of the Customer where this may have a harmful effect on the Customer for a period of six months after completion of any Works.

10. WARRANTIES

10.1. The Supplier warrants to the Customer that in connection with the Works it will:

10.2. Pursuant to the Supply of Goods and Services Act 1982 exercise reasonable care and skill in supplying services to the Customer, and as far as reasonably possible, in accordance with any agreed time scales or other targets.

10.3. Supply goods to the Customer that are of satisfactory quality and that are fit for the purpose for which they are being supplied pursuant to Section 14 of the Sale of Goods Act 1979 as amended.

11. LIMITATION OF LIABILITY

11.1. Nothing in these Terms and Conditions shall limit or exclude the Supplier's liability for:

11.1.1. death or personal injury caused by the Supplier’s negligence, or the negligence of any of the Supplier’s employees, agents or subcontractors (as applicable);

11.1.2. fraud or fraudulent misrepresentation;

11.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;

11.1.4. defective products under the Consumer Protection Act 1987; or

11.1.5. any other matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

11.2. Subject to paragraph 11.1:

11.2.1. The Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any direct, indirect, special or consequential loss or damage whatsoever and howsoever caused or arising; and

11.2.2. the Supplier will not be liable in respect of any loss or damage whatsoever or howsoever caused or arising and suffered and incurred by the Customer to the extent that such loss or damage is caused by the act or omission in breach of these terms and conditions by or the negligence of the Customer or any agent or employee of the Customer; and

11.2.3. the Supplier's total liability to the Customer under or in connection with the particular Work which is the subject of a claim, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Works.