Terms and Conditions of Business

1. Introduction

These terms and conditions govern the relationship between RWM Data Management Limited and the Client.

2. Definitions

In these conditions of contract the following expressions will have the following meaning:

1. “RWM” shall mean RWM Data Management Limited whose registered office is Units 1 and 2, Boundary Road, Harfreys Industrial Estate, Great Yarmouth, NR31 0LY.

2. “Client” will be any company, partnership, practice or person requiring/obtaining the services offered/carried out.

3. “Contract” shall mean this Contract and any associated submission or estimate.

4. “Orders” shall mean the instruction to commence the provision of the services either provided verbally or in writing, expressed or implied.

5. “Services” shall mean the scope of work identified in Section 3 of this Contract.

6. All references to the masculine gender include the feminine and neuter unless otherwise specified.
   Submission shall mean the offer in writing by RWM which shall be either a quotation or an estimate against an agreed scope of work or an understanding of a scope of work against a Schedule of Rates and which shall form the basis of RWMs total offer.

7. “Quotation or Estimate” shall mean the initial offer of service or product offered by RWM, identified by its unique number, and the subsequent adjustments agreed in writing by both parties.

8. Schedule of Rates, shall mean the rates agreed between the parties for the services required and shall have an agreed duration.

3. Scope of Work

3.1 RWM shall provide the services or goods outlined in the submission as identified by its unique number.

3.2 The scope of the work performed will be in accordance with the submission provided and the agreed adjustments evidenced in writing.

3.3 Where Goods are despatched by RWM to the Client, risk shall pass at the time of despatch. RWM accepts no liability for loss or damage caused by any courier.

4. Variation to the Service

1. The acceptance of an order constituting the carrying out of the services required is subject to the client’s acceptance of these terms and conditions and overrule all other terms and conditions unless agreed between duly authorised members of both parties in writing. For RWM the duly authorised members shall be deemed to be the Directors.
2. It is on the basis of these terms and conditions that RWM will commence work on the services or goods being offered. These terms and conditions will be deemed to have been accepted if notice of non acceptance is not received by RWM by the time of the project commencement.
3. Any variation to the scope of the work or orders will only be accepted on the terms agreed with RWM.
4. We confirm that should any Variation arise, our Standard Procedure of detailed submission for approval, before commencement would apply.

5. Contractual Price

5.1 In consideration for the provision of the Goods or Services the Client shall pay to RWM the sum outlined in the quotation or estimate plus VAT and mandatory taxes at the prevailing rate.

5.2 The Client will pay RWM in accordance with the following:
Services/Goods 30 days from invoice date.

5.3 Invoices will be raised in accordance with the agreed timetable as outlined within the Submission.

5.4 Without prejudice to any other rights available to RWM if any invoice remains unpaid 14 days following the due date then the outstanding balance shall attract interest (both before and after judgement) at the rate of 2% per calendar month or part calendar month.

5.5 Where fees are set they will be based on the following:

1. A normal office working day of 8 hours per day between Monday and Friday.

2. Public holiday working will be charged at a rate of two and a half times the standard hourly rate.

3. All other hours above the normal working day/week will be charged at one and one third of the standard hourly rate on all actual hours involved.

4. Time is charged in 15 minute units, with time rounded up to the nearest unit for billing purposes.

5.6. Where RWM has to undertake journeys or commitments outside the normal office area all expenses for travel, accommodation and associated costs will be recoverable at standard rates. Third party costs will be uplifted by an administration charge of 10% before VAT.

5.7 All Foreign Exchange costs are to be borne by the Client and payment is to be made in the prevailing currency of the United Kingdom.

5.8 Not withstanding despatch and the passing of risk pursuant to this contract, all the Services and Goods provided remain the property of RWM until full payment as cleared funds is received by our banker.

5.9 Until such time as title passes to the Client, the Client shall hold the Services or Goods as the fiduciary agent and the Bailee of RWM. The Client will ensure the Services or Goods are properly protected, stored, insured and identified as RWM’s property. Until that time, or until termination of the agreement, the Client is entitled to utilise the product in their normal course of business.

5.10 Until such time as title passes to the client RWM shall be entitled at any time to require the Client to deliver the Services or Goods to RWM at their expense. If the Client fails to deliver the Services or Goods when requested RWM shall be entitled at any time to enter the Customer’s, or a 3rd parties’ premises and repossess the Services or Goods.

6. Patent Rights

6.1 Except where expressly agreed in writing RWM does not grant any right, title or interest pursuant to its intellectual property rights or otherwise.

6.2 All equipment, software and other items provided and utilised by RWM, and the copyright and all other proprietary rights whatsoever, all documentation or systems developed, utilised or produced by RWM under this Contract are and shall remain the property of RWM.

6.3 The Client expressly agrees that any system or product produced as part of the scope of this Contract will not be offered for resale or utilised in situations outside the scope of the work governed by this Contract.

6.4 The Client expressly agrees they are stopped from disputing the validity of such patents and systems.

6.5 The Client warrants that any design or instruction provided shall not be such as it will cause RWM to infringe any letters, patents, registered design or trademark in the execution of their order. The Client will fully indemnify RWM against the costs associated with any claim for damages and against all liability in respect of any infringement of any letters, patent, registered design or trademark.

7. Confidentiality

7.1 This Contract shall be confidential and no detail shall be divulged by either party to any third party, other than external auditors, without the prior written permission of the signatories to this Contract. This provision shall apply both while this Contact is in force and afterwards.

7.2 Neither party shall have an obligation with respect to any Confidential Information of a commercial or other nature which:

1. Has come in to the public domain otherwise than as a result of a breach of this Contract;

2. Is approved for release by written authorisation from the other party;

3. Is received form a third party without similar restrictions and without breach of this contract;

4. Is disclosed pursuant to a legally enforceable requirement of a Government agency or order of the Court.

8. Liability

8.1 RWM will use all reasonable endeavours in ensuring its employees use reasonable skill and care in the provision of the Services.

8.2 Subject to sufficient and correct documentation being offered by the Client, RWM accepts;

1. Liability for death and personal injury resulting from RWM’s negligence.

2. Liability for obvious negligence arising in connection with the provision of Goods or Services, as agreed between the parties, to a maximum of the Contract Value.

8.3 If officers or employees of RWM are instructed, in isolation or as part of a project to open repair install or in any other way alter a device for or on behalf of a customer RWM will in no way be liable for any alterations to a warranty guarantee or certification of said device.

8.4 Any liability in respect of claims arising in contract, or otherwise, for losses of a consequential or contingent nature, due to faults of RWM are expressly excluded. In no event will RWM be liable for loss of anticipated profit, loss by reason of plant shutdown, non operation or increase expense of operation of other equipment or services or other costs, expenses or losses, real or notional.

8.5 Any condition or warranty which might otherwise be implied or incorporated within this Contract by reason of statue or common law or otherwise is hereby expressly excluded.

9. Termination

9.1 Orders accepted by RWM cannot be terminated except with the written consent of RWM. This will not be unreasonably withheld and will be given upon terms that will indemnify RWM against loss.

9.2 Subject to 9.1 this contract may be terminated by either party providing 7 days notice in writing.

9.3 In the event of either party making a composition or arrangement with its creditors or having a proposal for the composition of debtors or scheme or arrangement approved in accordance with the Insolvency act 1986, or having an application made for the appointment of an administrator or having a winding up order passed, or a provisional liquidator, receiver, manager, administrative receiver or similar officer appointed, or possession taken, by or on behalf of the holder of any debenture secured by a floating charge of any property comprised in or subject to the floating charge, or threatening to cease carrying on business, then this Contract will terminate forthwith.

9.4 Any termination of this Contract in accordance with this clause shall be without prejudice to any other rights or remedies a party may be entitled to under this Contract, or at law, and shall not affect any accrued rights or liabilities of either party.

10. Clients responsibility

10.1 To observe the critical dates and requirements set out in the submission.

10.2 Where the Client requests RWM employees to operate on a site for which RWM has no control, they will comply in all respects with all statutes, bye laws and legal requirements to which they are ordinarily subject to in respect of their own employees and staff, including in particular the provision of adequate Employer’s and Public Liability Insurance cover.

10.3 The Client shall supply RWM Data Management Limited with any information required under the Health & Safety Legislation, (including, without limitation, any special occupational qualifications or skills and any special features of the assignment affecting health & safety). The Client shall ensure that they comply with all relevant Health & Safety Legislation in respect of the individual as if he was their employee and that the individual complies with any obligations required under such Legislation.

10.4 The Client shall indemnify RWM Data Management Limited against any claim made by their staff in respect of the Client’s breach of these obligations.

10.5 Where the Service is the provision of staff the individual member of staff will be under the supervision of the Client from the time they report to take up their duties and for the duration of the assignment. The Client will be exclusively responsible for defining and monitoring the services provided by the individual.

10.6 The client hereby agrees that during all stages of the contract, including negotiation, and for a period of twelve months following its termination or expiry it will not directly or by its agent or otherwise and whether for itself or for the benefit of any other person induce or endeavour to induce any officer or employee of RWM to leave their employment. The damages for breach of this will be set at 25% of the gross remuneration package of the individual.

11. General

11.1 All technical information published or supplied by RWM is subject to alterations or correction without notice and does not in any way constitute a sale by description.

11.2 The client shall not assign, transfer, subcontract or in any manner make over to a third party the benefit of this Contract without the prior written consent of RWM.

11.3 It is acknowledged and agreed by both parties that neither entry into, nor performance of the terms of this Contract constitutes a partnership or relationship of agency between the parties.

11.4 Any waiver by either party of its rights under this Contract or of any breach of this Contract shall not be construed as a waiver of any or further rights or breach.

11.5 Both parties to the contract will comply with their respective obligations under the Data Protection Act, as modified from time to time.

11.6 Headings are for convenience only and shall not affect the construction of the Contract. No Contract shall be deemed to be capable of invalidation owing to printing or clerical errors.

11.7 RWM confirm the ability to meet the requirements of Quality Assurance standards as required for this type of work. A copy of the company Quality Statement is available on request.

12. Whole Agreement

12.1 Each party acknowledges this Contract (including the Estimates & Quotations) contain the whole Contract between the parties and that it has not relied upon any oral or written representations made to it by the other or its employees or agents and has made its own independent investigation into all matters relevant to it.

12.2 In the event of there being any inconsistency between these terms and the estimates provided these terms and conditions prevail.

12.3 This Contract (including the Estimates & Quotations) supersedes any prior Contract between the parties, either written or oral, for the provision of the Service.

13. Disputes/Arbitration

13.1 In the event of any dispute over the quality of Service received the Client will inform the Managing Director in writing. The Managing Director will then undertake a full review of all complaints received and shall offer up a report within 4 weeks of receipt.

13.2 Any dispute arising out of or in connection with the contract shall be governed by English Law and shall be submitted to Arbitration by a person agreed by both parties, or nominated by a President of an appropriate body associated with this area of Arbitration, and in accordance with and subject to the provisions of the Arbitration Act 1950 or as amended. All expenses associated with the Arbitration will be borne by the Client unless otherwise stipulated by the Arbitrator.

14. Force Majeure

Neither party shall be in breach of this Contract if there is any total or partial failure of performance by it of its duties and obligations resulting from causes beyond its control including, but not limited to, any act of God, fire, act of Government or State, war, labour disputes of whatever nature, breakdown of plant or machinery or inability to obtain materials or staffing.

15. Notices

Any notice or documentation given under this Contract shall be in writing and shall be deemed to have been duly given, left at, or sent by first class post, registered post, telex, facsimile or other electronic media to a party at its trading address, registered office or last known address for such party or other address as the party may from time to time designate by written notice by the other. Any notice given by post shall be deemed to have been delivered 48 hours after posting. Where notice is given by telex or facsimile transmission it shall be deemed to have been delivered at the time specified on the senders transmission records if transmitted before 5 p.m. on a working day but otherwise on the next working day.

16. Severability

If any provision of this Contract (including the Estimate or Quotation) is found to be invalid or unenforceable under any applicable law then such provision shall be inoperative to the extent necessary to achieve compliance with such law. Such provision to the extent that this is not invalid or unenforceable and the remaining provisions of this Contract shall continue to be valid and binding upon the parties and of like effect as though the inoperative portion of such provisions were not included herein.