Client terms of Reference

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If you decide to proceed with the services, then your Client Terms of Reference shall be included with the confirmation of your service requirements and the charges.

CLIENT TERMS AND CONDITIONS OF BUSINESS

1. INTERPRETATION

In these Terms and Conditions the following expressions will have the following meanings unless inconsistent with the context:
“Client” means an individual or entity who enters into a Contract to obtain Goods or Services from the Consultancy for personal and/or business purposes;
“Consultancy” means  Lifexpression Limited, a company incorporated in England and Wales (registered number 05252574)  having its registered office at Prince Regent House, 108 London Street, Reading, Berkshire, RG1 4SJ
“Contract” means any contract between the Consultancy and the Client for the sale and purchase of the Goods or supply of the Services formed in accordance with Condition 2;
“Goods” means any Goods which the Consultancy supplies to the Client (including any of them or any part of them) under a Contract;
“Services” means any Services which the Consultancy provides to the Client (including any of them or any part of them) under a Contract;
“Terms and Conditions” means the standard terms and conditions of sale set out in this document together with any special terms agreed in writing between the Consultancy and the Client and attached to these terms and conditions

2. FORMATION AND INCORPORATION

2.1 Subject to any variation under Condition 12.1, the Contract will be upon these Terms and Conditions, to the exclusion of all other terms and conditions and all previous oral or written representations including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order or similar document, whether or not such document is referred to in the Contract.
2.2 Each order or acceptance of a quotation for Goods or Services will be deemed to be an offer by the Client to purchase Goods or Services upon these Terms and Conditions.
The Contract is formed when the order is accepted by the Consultancy. No contract will come into existence until the acceptance, either orally or in writing, of an order by the Consultancy.
All orders must be on the Consultancy’s standard order form.
2.3 Any quotation is valid for a period of 30 days only from its date, provided the Consultancy has not previously withdrawn it.
2.4 Subject to Condition 8.1, the Consultancy may cancel the Contract at any time prior to delivery of any Goods or the performance of any Services.

3. DESCRIPTION

The quantity and description of the Goods and/or Services will be as set out in the standard order form. All samples, drawings, descriptive matter, specifications and advertising issued by the Consultancy and any descriptions or illustrations contained in the Consultancy’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods or Services represented by or described in them. They will not form part of the Contract and this is not a sale by sample.

4. PRICE AND PAYMENT

4.1 The price for the Goods and/or Services will be the price set out in the Consultancy’s order form current at the date of acceptance of order and is inclusive of any costs of packaging and carriage, VAT and any other applicable sales tax or duty.
4.2 Subject to Condition 8.4 the Consultancy may invoice the Client for the Goods on or at any time prior of after to delivery of the Goods or at any time prior or after performance commences, and payment is due with immediate effect on the date of such invoice, or upon termination of the Contract, whichever occurs first. The Consultancy may, in its absolute discretion, require payment to be made before the provision of any Goods or Services by the Consultancy.
4.3 Subject to condition 8.2 , all payments to be made by the Client under the Contract will be made in full without any set-off, restriction or condition and without any deduction for or on account of any counterclaim.
4.4 The Consultancy may at any time suspend the provision of the Goods or the Services if the Client is late in making any payment due to the Consultancy.
4.5 If any sum payable under the Contract is not paid when due then, without prejudice to the Consultancy’s other rights under the Contract, that sum will bear interest from the due date until payment is made in full, both before and after any judgement, at 2% per annum over Barclays Bank plc base rate from time to time and the Consultancy will be entitled to suspend deliveries of the Goods or performance of the Services until the outstanding amount has been received.

5. DELIVERY

5.1 The Goods shall be delivered to the Client’s selected location. The Services will be performed at the location agreed between the Client and the Consultancy and as specified on the order form or at such location as otherwise agreed in writing between the Consultancy and the Client.
5.2 Delivery of the Goods will be accepted at any time of day. If the Client fails to take delivery, or provide any necessary documents, the Goods will be deemed to have been delivered and the Consultancy, without prejudice to its other rights, may at its option:
5.2.1 store or arrange for storage of the Goods until actual delivery or sale and charge the Client for all related costs and expenses (including, without limitation, storage and insurance); and/or
5.2.2 use reasonable endeavours to rearrange delivery but, if unable to rearrange delivery, following written notice to the Client, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Client for any shortfall below the price under the Contract or account to the Client for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
5.3 The Consultancy will use reasonable endeavours to deliver or perform each of the Client’s orders for the Goods and/or Services within the time agreed when the Client places an order and, if no time is agreed, then within a reasonable time, but the time of delivery or performance will not be of the essence. Subject to Condition 8.1, any delay in delivery or performance will not entitle the Client to cancel the Contract unless and until the Client has given 30 days’ written notice to the Consultancy requiring the delivery or performance to be made and the Consultancy has not fulfilled the delivery or performance within that period. If the Client cancels the order in accordance with this Condition 5.3 then:
5.3.1 the Consultancy will refund to the Buyer any sums which the Client has paid to the Consultancy in respect of that order or part of the order which has been cancelled;
5.3.2 the Client will be under no liability to make any further payments under Condition 4 in respect of that order or part of the order which has been cancelled; and
5.3.3 the consultancy will have no other liability to the Client in respect of the delay or failure of the Consultancy.

6. RISK AND TITLE

6.1 All Goods will remain the property of the Consultancy until the price of such Goods has been paid in full (in cash or cleared funds).
6.2 Risk in the Goods will pass to the Client when they are delivered to the Consumer or deemed to be delivered in accordance with condition 5.2.
6.3 The Client’s right to possession will terminate immediately upon the occurrence of an event which would allow the Consultancy to terminate the Contract under Condition 11.1.

7. LIABILITY

7.1 This Condition 7 is in addition to and does not affect a Client’s rights in relation to defective Goods or Services given to consumers by law.
7.2  The Consultancy will, free of charge, within a period of 6 months from the date of delivery of Goods which are proved to the reasonable satisfaction of the Consultancy to be damaged or defective due to defects in material, workmanship or design (other than a design made, furnished or specified by the Client), replace such Goods. This obligation will not apply where:
7.2.1 any instructions as to the use or storage of the Goods have not been complied with in all respects; or
7.2.2 the Client has failed to notify the Consultancy of any defect or suspected defect within 14 days of delivery or performance where the defect should be apparent on reasonable inspection, or within 14 days of the same coming to the knowledge of the Client where the defect is not one which should be apparent on reasonable inspection, and in any event no later than 6 months from the date of delivery.
7.3 The Consultancy will refund to the Client the cost of carriage on the return of any such defective or damaged Goods, and will deliver any repaired or replacement Goods to the Client at the Consultancy’s own expense.
7.4 Any Goods which have been replaced will belong to the Client. Any repaired or replacement Goods will be liable to repair or replacement under the terms specified in Condition 7.2 for the unexpired portion of the 12 month period from the original date of delivery of the replaced Goods.
7.5 The Consultancy does not exclude its liability (if any) to the Client for any matter which it would be illegal for the Consultancy to exclude (or to attempt to exclude) its liability including those matters referred to in Condition 8.4.
7.6 Except as provided in Conditions 7.1 to 7.5 and 8.4, the Consultancy will be under no liability to the Client whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused arising out of or in connection with any Contract including the provision of any Goods or Services.
7.7 Except as set out in Conditions 5.3, 7.1 to 7.5 and 8.4, the Consultancy hereby excludes to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those set out in the Contract) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Client.

8. PROVISION OF GOODS

8.1 Once a Contract has come into existence between The Consultancy and the Client, the Consultancy shall only be entitled to cancel the Contract in accordance with Condition 11. If the Consultancy  has not delivered Goods to the Client within 30 days of the Consumer’s order, the Consumer may cancel the Contract and the Consultancy will refund any money paid.
8.2 Following delivery, the Client shall have the right to cancel a Contract (other than for personalised or perishable products, video, audio or software products which have been unsealed by the Client, or other products which the Consultancy has specified as non-returnable) and receive a refund. The Client  must inform the Consultancy within 7 working days, commencing on the day after the Goods are delivered to the Client. If the Client chooses to cancel, the Goods must be returned at the Client’s cost and risk and Clients must take reasonable care of the Goods. If the Client does not return the Goods within 14 days of cancellation, or when requested to do so by the Consultancy, whichever occurs first, the Consultancy  can collect the Goods at the Client’s cost.
8.3 The Client is required to inspect the Goods for the purpose of ascertaining whether or not at the time of delivery they are damaged or defective. The Client is required to notify the Consultancy as soon as is reasonably practical in the event that the Goods are found on inspection to be defective or damaged. The Consultancy  will then arrange for the return of the Goods to the Consultancy at no cost to the Client. If the Goods are found to be damaged prior to delivery to the Client, or defective, the Consultancy  will repair or replace the Goods or refund the price paid by the Client.
8.4 This Condition 8 is in addition to and does not affect a Client’s rights in relation to any statutory rights of the Client under this Contract.
9. FORCE MAJEURE
The Consultancy will not be liable to the Client for any failure or delay or for the consequences of any failure or delay in performance of the Contract, if it is due to any event beyond the reasonable control and contemplation of the Consultancy including, without limitation, acts of God, war, industrial disputes, protests, fire, tempest, explosion, an act of terrorism and national emergencies and the Consultancy  will be entitled to a reasonable extension of time for performing such obligations.

10. INTELLECTUAL PROPERTY

10.1 All intellectual property rights in the Goods and Services belong to the Consultancy or its licensors absolutely. All intellectual property rights created, developed or discovered by the Consultancy (whether alone or with any other person including the Client) in the provision of the Goods or Services shall belong to the Consultancy absolutely.
10.2 The Clientr may not make or distribute copies of the Goods or Services;
10.2.1 sell, sub-licence or transfer the Goods or Services to any third party;
10.2.2 make any public presentation using the Goods or Services or any printed copy of the same without the prior written consent of the Consultancy.  .
10.3 The Client shall notify the Consultancy immediately if the Client becomes aware of any claim made against the Client that normal use or possession of the Goods or Services infringes or is alleged to infringe the intellectual property rights of any third party.
10.4 If at any time in connection with any Contract the Client (whether alone or with any other person) creates any intellectual property related to the subject matter of the Contract, the Client shall treat such intellectual property and all information relating to it as confidential to the Consultancy and shall promptly disclose to the Consultancy full details of such work. The property, including all intellectual property rights in such work shall vest in the Consultancy absolutely and the Client agrees to assign the same to the Consultancy  and the provisions of Condition 10.6 shall apply.
10.5 The Client hereby irrevocably and unconditionally waives in favour of the Consultancy any and all moral rights conferred on the Client by virtue of the Copyright Designs and Patents Act 1988 for any design or copyright work referred to in Condition 10.4.
10.6 Notwithstanding any prior termination of a Contract, at the request of the Consultancy, the Client shall do all things necessary or desirable to enable the Consultancy or its nominee to confer absolute title to and ownership of and to obtain the benefit of the rights including the intellectual property referred to in Condition 10.4 and to secure patent or other appropriate forms of protection for it throughout the world.

11. TERMINATION

11.1 The Consultancy may by written notice terminate the Contract immediately if the Client is in material breach of the Contract or enters into insolvency, bankruptcy, any arrangement with its creditors or any other arrangement or situation which has a like effect. Failure to pay any sums due in accordance with Condition 4.2 is a material breach of the terms of the Contract which is not capable of remedy.
11.2 The termination of the Contract howsoever arising is without prejudice to the rights, duties and liability of either the Client or the Consultancy accrued prior to termination. The conditions which expressly or impliedly have effect after termination will continue to be in force notwithstanding termination.

12. GENERAL

12.1 Save as set out in the Contract, these Terms and Conditions may only be varied or amended in writing and signed by an authorised person of each party.
12.2 The Contract is personal to the Client who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the Contract without the Consultancy’s  prior written consent.
12.3 The Contract contains all the terms which the Consultancy  and the Client have agreed in relation to the Goods and/or Services and supersedes any prior written or oral agreements, representations or understandings between the parties relating to such Goods and/or Services. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Consultancy which is not set out in the Contract. Nothing in this Condition 12.3 will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently.
12.4 The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
12.5 For the avoidance of doubt should there be any conflict between the terms and conditions of sale set out in this document and any special terms attached to them, then the special terms shall prevail.
12.6 The formation, existence, construction, performance, validity and all aspects whatsoever of the Contract or of any term of the Contract will be governed by English law. The English courts will have exclusive jurisdiction to settle any dispute which may arise out of, or in connection with the Contract. The parties agree to submit to that jurisdiction.

If you have any questions concerning this Client Terms of Reference please contact us at info@lifexpression.co.uk

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