Terms & Conditions of Supply
Terms & Conditions of Supply Stark Export Focus Limited.
Please read these Terms of Business carefully, as they set out our and your legal rights and obligations in relation to our services.
These Terms and Conditions shall apply to all contracts for the supply of services by Stark Export Focus to the customer to the exclusion of all other terms and conditions, including any terms and conditions which the Customer may purport to apply under any purchase order confirmation or similar document.
1. DEFINITION AND INTERPRETATION
In these Terms and Conditions, the following words shall have the following meanings:
“Company” Stark Export Focus Limited, whose registered office is at St. George’s Court, Winnington Avenue, Northwich, Cheshire CW8 4EE.
“Customer” the person or company who purchases services from Stark Export Focus Ltd.
“Agreement” the agreement between Stark Export Focus Ltd and the Customer for the supply/delivery of services agreed with the Company.
“Services” the services, including deliverables, supplied by Stark Export Focus Ltd to the Customer as set out in the agreement.
“Order” the Customer’s order for Services as set out in the Customer’s purchase order form, the contract, or the Customer’s written acceptance of the Company’s quotation.
“Contract” the contract between the Stark Export Focus Ltd and the Customer for the supply of services in accordance with these Terms and Conditions.
“In-House training” refers to services provided by Stark Export Focus Ltd conducted within, coming from, or being within an organisation or group in order to educate, develop or improve employees’ skills.
“Confidential Information” refers to any information given to or obtained by the Company from the Customer, or by the Customer from Company, under the agreement, the disclosure of which would constitute an actionable breach of confidence, which has either been designated as confidential by either party in writing or that ought reasonably to have been considered as confidential [however conveyed or on whatever media stored] including:
- a) Commercially sensitive information
- b) Information which relates to the business, affairs, assets, trading practices, goods/services, developments, trade secrets, Intellectual Property Rights, Know-how, Personnel, customers and suppliers of either party and all personal data and sensitive data within the meaning of the Data Protection Act 1998.
“Information” the meaning given under s.84 Freedom of Information Act 2000.
“Intellectual Property” means any copyright, design right, trademark, trade name, know-how, patentable invention for the purposes of the Patents Act 1977, database right for the purposes of the Copyright and Rights in Databases Regulations 1997, and all intellectual property, including technical information, the rights to which are protectable by law; and “Intellectual Property Rights.”
“Price” the charges, taxes and disbursements specified by Stark Export Focus Ltd in the Agreement for the supply of Services.
“Technical Information” means and includes inventions, discoveries (and applications thereof) designs, techniques, drawings, processes, formulae, reports, specifications, practices, procedures, instructions, software and other technical information and data of any kind in whatever form.
“Terms and Conditions” the Stark Export Focus Ltd Terms and Conditions for the Supply of Services.
“VAT” means UK Value Added Tax.
“Writing” is held to include any communications effected by letter, telex, facsimile transmission, electronic mail, or any comparable means. Correspondence should be sent to the Company trading address at 60 Hafod Park, Mold, Flintshire CH7 1QW.
2.1 The main business of the Company is in the provision of Import and Export Training, Consultancy and Business Support – from strategic development to practical delivery. It also includes public seminars in International Trade related themes.
2.2 Stark Export Focus Ltd agrees to provide the Services to the Customer in accordance with the Agreement.
2.3 The Company shall use all reasonable endeavours to meet any project performance dates specified in any project plan, but any such dates shall be estimates only and time shall not be the essence for performance of the Services.
2.4 The Company shall have the right to make changes to the Services which do not materially affect the nature or quality of the Services.
2.5 In-House training or consultancy will be subject to an official purchase order indicating, the nature of the supply, the cost and payment terms and the duration of each supply.
2.6 Any written communication in any form ‘reasonably’ inferred to constitute a confirmation of services, shall hereby be deemed to have been concluded between the Company and the Customer, in any so medium whether it be by email, post or verbal agreement between yourselves and a representative of Stark Export Focus Ltd.
2.7 The Company will perform the services within a reasonable time and with that standard of care skill and diligence normally provided and ‘reasonably expected’ by a professional person in the performance of such services.
2.8 No Order for the Supply of Services is binding on the Company unless and until it has been accepted by the Company in writing.
3. LIABILITY AND INSURANCE
3.1 The Company will not accept liability or personal responsibility for loss, consequential loss or damage resulting from, or allegedly resulting from their provision of services.
3.2 Liability for the safety of Stark Export Focus Ltd employees whilst visiting a Customer’s premises will be the responsibility of that Customer’s /site management.
3.3 Attendees at Stark Export Focus Ltd training events will have liability for their safety as above vested in the ownership and management of the venue at which they shall attend.
3.4 In respect of any breach or breaches of the agreement by Stark Export Focus, the Company shall not be liable to the customer in respect of any resulting loss of profit, business, revenue, goodwill, contracts or anticipated savings; or any indirect or consequential loss or damage, including loss of use or corruption of software, data or information.
3.5 If the Company’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees, Stark Export Focus Ltd shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such a prevention or delay.
3.6 Subject to clause 3.1, Stark Export Focus Ltd’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total Charges paid under the Contract.
3.7 This clause 3 shall survive termination of the Contract.
4. WARRANTIES AND INDEMNITIES
4.1 The Customer shall provide the Company, in a timely manner all information and materials that are deemed necessary for the Company to carry out the Services in accordance with the Agreement.
4.2 The Customer warrants that it will provide Stark Export Focus Ltd written notice of any hazards, known or suspected, by the Customer that might potentially arise in the use of such materials or information.
4.3 The Customer warrants that it has the necessary rights and is entitled to use or disclose for the purposes of the services all intellectual property licensed by it to Stark Export Focus Ltd for the purposes of carrying out services.
5. INVOICING AND PAYMENT TERMS
5.1 The total price for the Services shall be the amount set out in the confirmation from the Company. Prices agreed will include VAT at the prevailing rate. Should the rate of VAT change between confirmation and delivery, then VAT will be charged at the rate which is applicable at the time of service provision.
5.2 Any additional costs, where applicable, such as hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the Company in connection with the Services, will be agreed in advance with the Customer.
5.3 All invoices are payable within 30 days of the invoice date – unless stipulated otherwise on the invoice. The Company reserves the right to add interest to any invoice unpaid after this time at 8% over base rate per month or part thereof.
5.4 Payment of private, in-house training courses is payable in advance of delivery, unless otherwise agreed in writing by the Company.
5.5 Failure to pay in advance may lead to exclusion from attendance with payment still being paid in full.
5.6 Any debt recovery costs incurred may be invoiced in addition to prices agreed.
6. TERMINATION, CONFIRMATION, CANCELLATION
6.1 The Agreement may be terminated by Stark Export Focus Ltd in light of ‘special circumstances’ at the discretion of Stark Export Focus Ltd.
6.2 Stark Export Focus Ltd may terminate the Agreement immediately by written notice to the Customer if:
6.2.1 the Customer is a Company, and the Company passes a resolution or the Court makes an order that it should be wound up or that an administrator be appointed, or if the Customer makes a composition or an arrangement with its creditors, or if a receiver or manager or administrator on behalf of a creditor is appointed, or if circumstances arise which entitle the Court or a Creditor to appoint a receiver, manager or administrator or which entitle the court to made a winding up order; or
6.2.2 the Customer being an individual at any time becomes bankrupt, or has a receiving order made against him or her or makes any composition or arrangement with or for the benefit of his or her creditors, or purports to do so; or
6.2.3 the Customer is a partnership and any Partner thereof at any time becomes bankrupt, or has a receiving order made against him or her, or any partner or the Partnership makes any composition or arrangement with or for the benefit of their creditors, or purports to do so.
6.3 Cancellation of In-House training courses notified to Stark Export Focus Ltd by the Customer will be subject to a 100% cancellation charge if notified within 7 days of the scheduled delivery date or a 50% cancellation charge if notified within 7 – 14 days of the scheduled delivery date. These charges may be waived if the course date is transferred to another date by mutual agreement.
6.4 Cancellation of Public Training Courses will be subject to a 50% cancellation charge unless notified in writing at least 7 days prior to the course date, unless the date is transferred by mutual agreement.
6.5 For all other Services, cancellation rights are subject to payment in full for services provided to date. The Company shall submit an invoice which shall be payable by the Customer immediately on receipt.
6.6 We greatly value our Customers. Any concerns, problems or service issues should be made by the Customer to Stark Export Focus Ltd within 7 days of completion of delivery.
7. ASSIGNMENT AND SUB-CONTRACTING
7.1 The Customer shall not assign nor sub-contract the Agreement or any part of it without the written consent of Stark Export Focus Ltd, such consent not to be unreasonably withheld.
7.2 The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
8. CONFIDENTIALITY, FREEDOM OF INFORMATION AND DATA PROTECTION
8.1 The Company undertakes to keep confidential any information obtained in pursuance of its services and to protect it from disclosure with the same degree of care as it applies to confidential information of its own of a similar nature.
8.2 The Customer shall keep confidential and not disclose to any other person either during or after termination of the contract any information whatsoever relating to the Company’s business, any proposals, methodologies and documentation or other information supplied by Stark Export Focus Ltd during or before the project, or make use of the same in any manner which might be prejudicial to the Company’s interests.
8.3 In relation to the above point, Stark Export Focus Ltd shall not disseminate any such information unless demanded under the current law of England or Wales or any subsequent authority.
8.4 The Company complies fully with the terms of the UK Bribery Act 2010 and expects full compliance from any and all associate clients and customers.
9.1 The Customer shall not, and shall procure that the staff do not, unlawfully discriminate either directly or indirectly when performing their obligations under their contract within the meaning of the Equality Act 2010 and any subsequent law relating to discrimination on grounds of any of the following protected characteristics; age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief (including a lack of belief), sex and sexual orientation, and any subsequent Law relating to them.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Training Course materials provided by Stark Export Focus Ltd whether provided for printing by another party, on disc, memory stick, paper version or made accessible on-line will remain the intellectual property of Stark Export Focus Ltd.
10.2 The Customer shall not sub-licence, assign or otherwise transfer the rights granted in this Clause 10.
10.3 The copyright and all other intellectual property rights whatsoever in any work produced for you including our proposal, debriefing and any other materials whether (excluding limitation) vested, contingent or future shall belong to us absolutely at all times.
10.4 You warrant that any material or information supplied by you and its use by us, will not infringe the copyright or other intellectual property rights of any third party, and you will indemnify Stark Export Focus Ltd against any loss, damage, costs, expenses or other claims arising from any such infringement.
10.5 Information services provided by Stark Export Focus Ltd will remain their Copyright unless the information provided to their client is in the public domain in the same form as transmitted.
10.6 Copyright and Intellectual Property rights are protected by Law and International Treaty, unauthorised reproduction or distribution of Stark Export Focus Ltd training materials may result in severe civil and criminal penalties and will be prosecuted to their fullest extent possible under current law.
11. DATA PROTECTION
11.1 Customer and personal data – the Customers’ personal details are needed to verify that we can discuss business matters with employees of the Customer on behalf of the Customer. By choosing to use our services therefore the Customer is automatically selecting to opt in to us handling/holding whatever data is supplied. This data will also be used for updates and information on a periodic basis as well as marketing activity. You can unsubscribe from any marketing activity at any time by notifying us in writing. Once the Contract ends, if you want your personal data removed, we can, but please remember this may affect you if you return or change business later.
11.2 Supplier and personal data – to operate our services, the support of suppliers is sometimes required. Suppliers and individuals employed by them will be added to our database purely for the purpose of quick response should the item(s) or service be required again. By accepting or having previously accepted our terms and conditions, you hereby accept and opt in that data will be held/handled as required. This data will not be used for marketing or advertising purposes. Should you wish to opt out or have your personal data removed at any point please contact us immediately.
12. FORCE MAJEURE
12.1 Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control.
13. THIRD PARTY RIGHTS
13.1 No one other than a party to the Contract shall have any right to enforce any of its items
14.1 You must not use our website in any way that causes, or may cause, damage to the website or impair the use or accessibility of the website; or in any unlawful, illegal, harmful or fraudulent way or activity.
14.2 You must not use our website to copy, store, transmit, host, send, distribute or publish material which contains any malicious computer software in any way shape or form.
15. JURISDICTION AND GOVERNING LAW
15.1 The Agreement and these terms and conditions are Subject to English Law and to the exclusive jurisdiction of the courts of England and Wales.
16.1 These terms, together with the Agreement, constitute the entire agreement between us, supersede any previous agreements or understandings and all other terms, express or implied by statute or otherwise are excluded to the fullest extent permitted by law.
16.2. No failure or delay by us to exercise any of our rights within the agreement shall be held to be a waiver of that right, and no waiver of any breach of the agreement shall be considered as a waiver of any following breach of the same or any other provision.
16.3. Stark Export Focus Ltd reserves the right to revise their terms and conditions at any time. Any such revision will be binding and effective immediately upon posting of the revised agreement on our website.
16.4. If any of these terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of these terms and the remainder of the provisions in question shall not be affected.