1st Data Solutions Ltd - Terms & Conditions of Business

  1. Interpretation
    In these Conditions:-
    "the Client" means the person, firm or company with whom the Contract is made;
    "the Company" means 1st Data Solutions Ltd who's registered office is 41 Harmer Street, Gravesend, Kent DA12 2AP
    "the Contract" means the Contract for the provision of the Services;
    "the Information" means the information provided to the Client by the Company in performing the Services;
    "the Services" means the Services to be provided by the Company for the Client which shall include, but without limitation, the www.1stdatasolutions.co.uk service.
  2. Supply of the Goods/Services
    1. The Company shall supply the Services in accordance with any written or verbal (i.e. telephone) order of the Client which is accepted by the Company, subject in either case to these Conditions, which will govern the Contract to the exclusion of any other terms and conditions subject to which any such order is made or purported to be made, by the Client.
    2. No variation to these Conditions shall be binding unless agreed to in writing by a director of the Company.
    3. The Client shall at its own expense supply the Company with all necessary data or other information relating to the Services within sufficient time to enable the Company to provide the Services in accordance with the Contract.  It shall be the Client's responsibility to ensure the accuracy of the data and information it shall provide to the Company in order for the Company to provide the Services and it is understood and recognised by the Client that the Company's ability to provide the Services effectively will be reliant on the accuracy of the information provided by the Client.
    4. The Client acknowledges that the Company is performing the Services and providing the Information to the Client pursuant to a licence granted to the Company by British Telecommunications Plc and the Client agrees and undertakes that it shall (in relation to the use of the Information):
      1. comply with the Data Protection Act 1998 or any modification or re-enactment of it from time to time
      2. comply with the (Data Protection and Privacy) (Direct Marketing) Regulations 1998 or any modification or re-enactment of it from time to time
      3. not do or permit to be done anything which is reasonably likely to bring the Company into disrepute
      4. not export or permit the export of the Information to a country which is not within the European Economic Area or which does not have equivalent adequate levels of protection for personal data.
      5. not disclose the Information to any more than one party, so that for clarification purposes, if the Client is obtaining the Information for its own customer or client it may supply or impart the Information to this customer or client on one occasion only, but not to any other customer, client or any third party.
      6. indemnify the Company against any loss, cost or expense it shall incur due to the Client's breach of this Condition 2.
  3. Price
    1. The price of the Services shall be the Company's quoted price ("the Price").  The Price shall remain valid for a period of 28 days only from the date quoted.
    2. The Price is exclusive of any Value Added Tax which the Client shall be additionally liable to pay.
  4. Payment
    1. The Company shall be entitled to invoice the Client for the Price of the Services on or at any time after performance of the Services and/or the provision of the Information.  The Company may at its discretion invoice the Client at the end of the month in where the Company is providing the Services on an ongoing basis to the Client.
    2. If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:-
      1. cancel the Contract or the performance of the Services to the Client; and
      2. charge the Client interest on the amount unpaid at the rate of 5% per annum above HSBC Bank Plc's base rate from time to time, until payment is made in full;
      3. and the Client agrees to indemnify the Company, on an indemnity basis, in respect of all legal costs and expenses incurred by the Company in seeking to obtain payment in full.
  5. Performance/Delivery
    1. The Services shall be performed and the Information delivered in a manner agreed at the time the Contract is made.
    2. Time for performance of the Services shall not be of the essence, unless previously agreed by the Company in writing.
  6. Liability
    1. The Client acknowledges that the Company's obligations and liabilities in respect of the Contract are exhaustively defined in these Conditions.  It is accepted that the Company will not be liable for any indirect or consequential loss, damage, cost or expense of any kind.
    2. Although the Company will endeavour to provide the Services and the Information with all reasonable due care and attention it is agreed and acknowledged by the Client that the Company cannot warrant or guarantee 100% accuracy in relation to the Information provided to the Client and the Company shall not be liable for breach of contract in relation to reasonable inaccuracies and omissions.
    3. The Company accepts liability to the extent that it results from the negligence of the Company and its employees for death or personal injury without limit and for the physical damage to or loss of the Client's tangible property up to the amount of £10,000 in respect of any one incident or series of connected incidents.  In all other cases not falling within this clause the Company's total liability (whether in Contract, tort (including negligence) or otherwise) under or in connection with the Contract will not in any event exceed the fees receivable in respect of the Contract.  If the Client wishes to protect itself against any greater loss or expense it is hereby put on notice that it should put in place appropriate insurance.
    4. It is accepted that the Company shall not be liable to the Client 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 in relation to the Services, if the delay or failure was due to any cause beyond the Company's reasonable control.
  7. Termination
    1. This clause applies if:-
      1. the Client (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or
      2. the Client ceases, or threatens to cease, to carry on business; or
      3. the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly; or
      4. the Client commits any breach of these Conditions.
    2. If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract without any liability to the Client, and if the Services have been performed but not paid for, the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
  8. Miscellaneous
    1. These Conditions and all other express terms of the Contract shall be governed and construed in accordance with English law.
    2. No waiver by the Company of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
    3. 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 provisions of these Conditions and the remainder of the provision in question shall not be affected.