1. General
1.1 These Terms will apply to all Goods and Services provided by ARMA COMPLIANCE unless ARMA COMPLIANCE specifies different terms and conditions. If different terms and conditions are specified by ARMA COMPLIANCE those terms and conditions shall apply instead of these Terms. These Terms supersede and take precedence over any other terms or conditions stipulated or referred to by You at any time. No terms or conditions in or attached to any catalogue, invoice or other sales literature or document or tender or delivery advice note which are inconsistent with these Terms or which purport to add to or vary them in any way shall have any effect unless ARMA COMPLIANCE has expressly notified You in writing. All of these Terms shall apply to the supply of Goods and Services specified in the Quotation, except where the application to only Services or Goods is specified.
1.2 In these Terms the following expressions shall have the following meanings unless inconsistent with the context:
Applicable Data Protection Laws means: (a) to the extent UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; or (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which either party is subject, which relates to the protection of personal data
Applicable Laws means all applicable laws, statutes, regulations from time to time in force in the territories where the Goods and/or Services are being supplied, provided or received.
Business Day means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours means 9am – 5.00pm on a Business Day.
Charges means the charges for the Services and/or Goods, including those charges set out in the Quotation.
Confidential Information means as set out at clause 6.1.
Contract Year means each period of twelve (12) consecutive months during the term of this Contract, commencing on the Commencement Date and each anniversary thereof.
Good Industry Practice means the degree of skill, diligence, prudence, foresight and care which would reasonably be expected from a skilled, experienced and properly resourced person providing services similar to the Services in similar circumstances.
EU GDPR means the General Data Protection Regulation ((EU) 2016/679).
ARMA COMPLIANCE Materials means all documents, information, items and know-how in any form (whether owned by ARMA COMPLIANCE or a third party), which are provided by ARMA COMPLIANCE to the Client in connection with the Services.
Insolvency Event means in relation to either party, that party or its parent company: (a) is unable to pay its debts or becomes insolvent or bankrupt; (b) is the subject of an order made or a resolution passed for its administration, winding-up or dissolution; (c) is subject to any proceedings for the appointment of an administrative or other receiver, manager, trustee, liquidator, administrator, or similar officer over all or any substantial part of its assets; (d) proposes or enters into any composition or arrangement with its creditors generally (except for the purposes of a bona fide solvent amalgamation, reconstruction or re-organisation (provided this does not materially reduce the assets of that party)); (e) its financial position deteriorates so far as to reasonably justify the opinion that its ability to fulfil its obligations under this Contract is in jeopardy; (f) it applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986 or (g) is subject to an analogous event to any of the foregoing in any jurisdiction.
Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
UK GDPR has the meaning given in the Data Protection Act 2018.
VAT means value added tax or any equivalent tax chargeable in the UK or elsewhere.
1.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 The Contract shall be binding on, and enure to the benefit of, the parties to this Contract and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
1.6 A reference to this Contract or to any other agreement or document referred to in this Contract is a reference of this Contract or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Contract) from time to time.
1.6 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.7 A reference to writing or written includes email but not fax.
1.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
2. Supply of Services and/or Goods
2.1 ARMA COMPLIANCE shall:
2.1.1 provide the Services with reasonable care and skill;
2.1.2 use reasonable endeavours to meet any performance dates specified in the Quotation but any such dates shall be estimates only and time for performance by ARMA COMPLIANCE shall not be of the essence;
2.1.3 comply with all relevant Applicable Laws in relation to the provision of the Services; and
2.1.4 observe all health and safety rules and regulations, any other security requirements that apply at any of the Client’s premises (including the Client’s Site) from time to time and that have been communicated to it under clause 4.2.
2.2 Any samples, drawings, descriptive matter, or advertising produced by ARMA COMPLIANCE and any descriptions or illustrations contained in ARMA COMPLIANCE’S catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.3 If agreed in writing with the Client, ARMA COMPLIANCE can provide additional services in addition to the Services as set out in the Quotiation. The Charges for such additional services shall be calculated on a time and materials basis in accordance with ARMA COMPLIANCE’s Rate Card.
3. Charges and Payment
3.1 In consideration for the provision of the Goods and Services by ARMA COMPLIANCE, the Client shall pay the Charges.
3.2 ARMA COMPLIANCE shall submit invoices for the Charges at the intervals specified in the Quotation or, if no such intervals are specified, monthly in arrears.
3.3 The Client shall pay each duly submitted invoice within 30 days of receipt to the bank account nominated in writing by ARMA COMPLIANCE.
3.4 All sums payable to ARMA COMPLIANCE are: (i) expressed in pounds sterling; and (ii) exclusive of VAT.
3.5 If the Client fails to make any payment due to ARMA COMPLIANCE under this Contract by the due date for payment then, without limiting ARMA COMPLIANCE’S remedies under clause 10 (Termination):
3.5.1 ARMA COMPLIANCE reserves the right at its sole discretion to suspend the provision of the Services until any and all outstanding Charges have been paid; and
3.5.2 the Client shall pay interest on the overdue amount at the rate of 4% above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount. This clause shall not apply to payments the Client disputes in good faith.
3.6 Where the Charges are calculated on a time and materials basis ARMA COMPLIANCE standard fee rates for the applicable engineer as set out in the Rate Card shall apply to any work performed by any specified individual, and shall be calculated on an hourly basis on the basis of actual time worked.
3.7 ARMA COMPLIANCE reserves the right at any time to pass on to the Client any increased cost to ARMA COMPLIANCE resulting from the supply of different Goods to that specified in the Quotation, of any increase in prices charged to ARMA COMPLIANCE by its suppliers, or from any increase in VAT or any other similar tax from time to time levied.
3.8 The Quotation does not include any contingency costs in relation to the performance of the Service and ARMA COMPLIANCE reserves the right to charge the Client for any extra costs occasioned to ARMA COMPLIANCE by reason of delay in the performance of the Contract, excessive movement of materials or any other difficulty caused by adverse circumstances not specified in the Quotation. Where the Quotation includes installation charges at the Client’s Site, such charges are based on the assumption that Client’s Site is clean and level and offer reasonable access and otherwise additional charges may apply.
3.9 ARMA COMPLIANCE reserves the right to increase the prices within the Quotation at each anniversary of the Commencement Date in line with the United Kingdom General Index of Retail Prices (for all items) published by the Central Statistics Office (“RPI”). If the RPI is replaced or changed, the successor or changed index will stand in place of the RPI.
3.10 If You wish to open a credit account with ARMA COMPLIANCE, which may vary the payment terms as set out in this clause 3, You must make an application in such form and with such references as ARMA COMPLIANCE may from time to time require. ARMA COMPLIANCE shall be entitled at its sole discretion to refuse any such application and at any time to immediately revoke without notice any credit facilities which it may previously have allowed, and in either case may give reasons for its actions or not, as ARMA COMPLIANCE shall think fit.
4. Access and other Client obligations
4.1 The Client hereby grants ARMA COMPLIANCE a licence to enter and exit from (and duly authorise such access to and egress from) the Client’s Site and any other relevant premises including, all roads, paths, entrance halls, corridors, lifts, staircases, offices, business areas, common areas, meeting rooms, reception areas and toilets contained within the premises. Subject to compliance with Your reasonable instructions, the safety of those engaged by ARMA COMPLIANCE operating within the premises is Your responsibility and You must ensure that You have adequate liability insurance in place.
4.2 The Client shall:
4.2.1 co-operate with ARMA COMPLIANCE in all matters relating to the Services;
4.2.2 provide to ARMA COMPLIANCE all documents, information, items and materials required in order to perform the Services;
4.2.3 inform ARMA COMPLIANCE of all health and safety rules and regulations, any other security requirements that apply at any of the Client’s premises (including the Client’s Site) from time to time; and
4.2.4 before the date on which the Services are to start, obtain and at all times maintain all necessary licences and consents.
5. Delivery of Goods
5.1 Delivery of the Goods shall be completed on the completion of unloading of the Goods are the Client’s Site. A delivery note may accompany the Goods quoting the order number and the type and quantity of Goods.
5.2 Risk in the Goods shall pass to the Client on the completion of delivery.
5.3 Title in the Goods shall pass to the Client on completion of installation.
5.4 If ARMA COMPLIANCE fails to deliver the Goods in accordance with its obligations under this Contract, its liability shall be limited to the costs and expenses incurred by the Client in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. ARMA COMPLIANCE shall have no liability for any failure to deliver Goods to the extent that such failure is caused by: (i) a Force Majeure Event; or (ii) the Client’s failure to provide ARMA COMPLIANCE with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.5 If 10 Business Days after the day on which ARMA COMPLIANCE attempted to make delivery of Goods, the Client has not taken delivery of those Goods, ARMA COMPLIANCE may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Client for any excess over the price of the Goods, or charge the Client for any shortfall below the price of the Goods.
5.6 ARMA COMPLIANCE reserves the right to substitute the Goods as set out in the Quotation with similar goods of the same quality and specification.
6. Confidentiality
6.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party (Confidential Information), except as permitted by clause 6.2.
6.2 Each party may disclose the other party’s Confidential Information:
6.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential Information comply with this clause 6; or
6.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
6.3 No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
7. Limitation of Liability
7.1 Nothing in this Contract shall limit or exclude either party’s liability for: (i) any death or personal injury caused by its negligence or the negligence of its personnel, agents or subcontractors; (ii) fraud or fraudulent misrepresentation; (iii) any sums due under this Contract; or (iv) any liability that cannot be legally limited or excluded by Applicable Law.
7.2 Subject to clause 7.1, ARMA COMPLIANCE shall not be liable to the Client whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (i) loss of profit; (ii) loss of goodwill; (iii) loss of business; (iv) loss of business opportunity; (v) loss of anticipated saving; or (vi) special, indirect or consequential damage or loss arising under or in connection with this Contract.
7.3 In relation to any Goods supplied to You, ARMA COMPLIANCE gives no warranties and is bound by no conditions, whether as to the quality, fitness, description or specification or otherwise howsoever, save so far as such warranties are implied by Applicable Law and may not be excluded.
7.4 If You discover, within 30 days after the completion of the Services, that the Services were not provided in compliance with the warranty set out at clause 2.1.1 (provision of the Services with reasonable care and skill) then the Client may notify ARMA COMPLIANCE that some of all of the Services do not comply with this warranty, and the Client’s sole and exclusive remedy shall be for ARMA COMPLIANCE to reperform the affected Services and ARMA COMPLIANCE’S liability in relation to this warranty shall be limited to and shall not exceed the reasonable cost of remedying the affected Services.
7.5 Subject to clauses 7.1 – 7.4, ARMA COMPLIANCE’S total liability to the Client in each Contract Year, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Contract shall be limited to an amount equal to the Charges paid and/or payable by the Client during that Contract Year or £1,000, whichever is greater.
8. Intellectual Property Rights
Nothing in this Agreement shall operate to transfer ownership in any Intellectual Property Rights and ARMA COMPLIANCE shall retain ownership of all Intellectual Property Rights in the ARMA COMPLIANCE Materials.
9. Force Majeure
9.1 Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation: (i) acts of God, flood, drought, earthquake or other natural disaster; (ii) epidemic or pandemic; (iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (iv) nuclear, chemical or biological contamination or sonic boom; (v) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (vi) collapse of buildings, fire, explosion or accident; and (vii) interruption or failure of utility service.
9.2 Provided it has complied with clause 9.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Contract by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Contract or otherwise liable for any such failure or delay in the performance of such obligations (excluding the obligation to pay any charges or fees under the Contract), and the time for performance of such obligations shall be extended accordingly.
9.3 The Affected Party shall:
9.3.1 as soon as reasonably practicable after the start of the Force Majeure Event but no later than seven (7) days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and
9.3.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
9.4 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than four (4) weeks, the other party may terminate this Contract by giving seven (7) days’ written notice to the Affected Party.
10. Term and Termination
10.1 The Contract shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with the provisions of this Contract, until all the Services have been completed.
10.2 ARMA COMPLIANCE may terminate the Contract for convenience with immediate effect by giving written notice to the Client.
10.3 Either party may terminate this Contract with immediate effect by notifying the other party in writing if:
10.3.1 the other party has committed a material breach of this Contract which is irremediable or a material breach which is capable of remedy and it has failed to remedy the breach within 30 days of receiving notice in writing to do so;
10.3.2 either that party or its parent company is the subject of an Insolvency Event;
10.3.3 in accordance with clause 9 (Force Majeure); or
10.3.4 the other party fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.
10.4 The Client may terminate this Contract for convenience by giving no less than 5 Business Days’ written notice to ARMA COMPLIANCE. If such notice is given with less than 7 Business Days prior to the expected start date of the Services, the cancellation fee specified in the Quotation shall apply.
10.5 On termination of this Contract for any reason: (i) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party; (ii) the Client shall promptly pay any outstanding invoices; (iii) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced; and (iv) clauses which expressly or by implication survive termination shall continue in full force and effect.
11. General
11.1 No Partnership
Nothing in these terms, or in the provision of services, shall be deemed to constitute or create a partnership or agency relationship between us and You shall not do anything whereby ARMA COMPLIANCE will or may be represented as Your partner or agent.
11.2 Assignment / Subcontracting
11.2.1 ARMA COMPLIANCE may delegate, sub-contract, mortgage, assign and/or transfer all its rights and obligations under this Contract to any person.
11.2.2 The Client shall not, without the prior written consent of ARMA COMPLIANCE, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Contract.
11.3 Validity and Non-Waiver
If any provision(s) herein shall be found to be unenforceable or invalid, such provision(s) shall be deemed to be deleted and the remaining provisions shall continue in full force and effect. That no action is taken by ARMA COMPLIANCE against You in respect of any breach of any of these Terms does not constitute a waiver of that or any subsequent breach of the same or any other term(s) or any of the rights of ARMA COMPLIANCE in respect the breach.
11.4 Entire Agreement
11.4.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
11.4.2 Any variation to these Terms must be in writing and signed by both parties (or their authorised representatives) in order to be effective.
11.5 Third Party Rights
A person who is not a party to this Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 (or otherwise) to enforce any of its terms.
11.6 Notices
Any notice given to a party under or in connection with this Contract shall be in writing, and shall be sent to the respective party either: (i) personally, (ii) by prepaid first class post or recorded delivery to the address specified in the Quotation (or where no such address is given, at their principal place of business); or (iii) by email to the email address specified in the Quotation. All notices delivered by hand or mail shall be deemed to have been duly received however delivered at 10.00 am on the second Business Day after posting or delivery. All notices delivered by email shall be deemed to have been duly received at the time of transmission, or if the time of transmission is outside of Business Hours, when Business Hours resume. This clause does not apply to the service of any proceedings or other documents in any legal action, or other method of dispute resolution.
11.7 Law and Jurisdiction
These terms and conditions shall be governed by, and construed in accordance with, English law and the English Courts shall have exclusive jurisdiction.