“BuildIT”, “Us” or “We” means [BuildIT];
“Client”, “You” or “Your” means the person to whom the Letter is addressed;
“Compensation” has the meaning given to that term in clause 10;
“Goods” means the goods referred to in schedule 1 to the Letter (if any) and such further goods as we agree to supply to you after the date of this Agreement;
“Guarantees” has the meaning given to that term in clause 36;
“Parties” means You and Us and “Party” means either of them;
“Services” means the services referred to in schedule 1 to the Letter (if any) and such further services as we agree to supply to you after the date of this Agreement;
“Term” means the term of this Agreement
“this Agreement” means the agreement between us for the supply of the Goods and/or the Services
- In this Agreement:
- a reference to a clause is a reference to that numbered clause in the Terms and Conditions;
- a reference to a Party includes their personal representatives, successors and permitted assigns;
- a reference to a Schedule is to that number schedule to the Letter;
- a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
- words in the singular mean and include the plural and vice versa;
- words in one gender and include any gender;
- headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement; and
- any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding them.
Term of Agreement
In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
- This Agreement may be terminated at any time by mutual agreement of the Parties.
- Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.
8. Performance
- The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
9. Currency
- Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in Pounds Sterling.
10. Compensation
For the Goods or Services rendered by BuildIT as required by this Agreement, the Client will provide compensation to BuildIT at the rate and on the basis set out in Schedule 2 to the Letter (the “Compensation“). The Client hereby agrees to perform its obligations under this Agreement, including the payment of the Compensation, in a timely manner.
The Compensation includes all applicable value added tax, and duties as required by law
Time of payment of the Compensation is of the essence. Where any sum due under this Agreement is not paid by its due date BuildIT may:
- charge interest any such overdue sum at [insert rate], such interest accruing on a daily basis and applying from the due date for payment until actual payment in full, whether before or after judgment; and/or suspend delivery of the Goods and/or Services.
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to their registered office from time to time (or, in the case of a Client which does not have a registered office, its address set out in the Letter) or to such other address as any Party may from time to time notify the other.
Legal Expenses
- In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.
Limitations upon our liability to you
You acknowledge that we are not and cannot be aware of the extent of any potential loss or damage to you resulting from a failure of the Goods or Services to conform to any specification, or any delay or failure by us to discharge our obligations under this Agreement.
Our liability to You for any breach of contract or negligence (save and except Our liability for negligence for death or personal injury) shall be limited to the Compensation paid by You attributable to the Goods and/or Services specifically concerned.
We shall not be liable for any consequential loss including without limitation any loss caused by interruption of Your business, loss of electronic information or physical damage to property and whether directly or indirectly caused by any breach of contract or by negligence by Us or by any servant or agent of Ours.
We recommend that as a matter of good business practice you maintain insurance and that You maintain a back-up system and that You back up Your electronic information.
- You acknowledge that we are not and cannot be aware of the extent of any potential loss or damage to you resulting from a failure of the Goods or Services to conform to any specification, or any delay or failure by us to discharge our obligations under this Agreement.
Modification of Agreement
- Any amendment or modification of this Agreement (other than an amendment to the Compensation in accordance with clause 12 or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.[1]
Time Not of the Essence
- Time is not of the essence in this Agreement. BuildIT will use its reasonable endeavours to provide the Goods or perform the Services in accordance with any dates specified or, where no date is specified, in a reasonable time. BuildIT will not be liable for any delay caused by a failure of the client to comply with this Agreement or Force Majeure.
Assignment
- Neither Party may transfer its obligations under this Agreement without the prior written consent of the other Party.
This Agreement applicable
- This Agreement shall apply to all contracts for the supply of goods or services by Us to You to the exclusion of all other terms and conditions, including any terms or conditions which You may purport to apply under any purchase order, confirmation of order, or similar document.
- All orders for goods or services shall be deemed to be an offer by You to purchase such goods or services pursuant to this Agreement.
- Acceptance of delivery of the Goods shall be deemed conclusive evidence of Your acceptance of this Agreement.
Entire Agreement
- It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
Enurement
- This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
- Force Majeure
- In this Agreement, Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement. Inability to pay is not Force Majeure.
- A Party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:
- promptly notifies the other of the Force Majeure event and its expected duration; and
- uses reasonable endeavours to minimise the effects of that event.
Severability
- In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Waiver
- The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
Confidentiality
- Except as required by law, or any court, government or administrative authority or regulatory or supervisor body of competent jurisdiction, the contents of this Agreement are confidential as between You and Us.
- Without limitation to Clause 34, You will not without prior written consent from Us share, publish or in any way make available to any third party any of the contents of this Agreement including, without limitation, the terms on which We are engaged, the fees work undertaken by Us or the fees paid to Us.
Data Protection
- Information received by Us as a result of this Agreement will be treated in confidence in accordance with our Privacy Notice. For the purposes of this Agreement we will act as either a data controller or a data processor appointed by You in accordance with our Privacy Notice. Where we act as data controller in relation to any processing of personal data we will comply with the provisions of the Data Protection Act 2018. For the duration of this Agreement and for as long as it may be necessary thereafter, in accordance with our Privacy Notice, we may retain information about You, some of which may be sensitive information. A full copy of our Privacy notice is available to view on our website: www.BuildIT.im
- Anti-bribery, anti-slavery and corruption
- You and We will:
- comply with the Bribery Act 2013, associated guidance and all applicable Isle of Man legislation, statutory instruments, regulations, codes and sanctions relating to anti-bribery and anti-corruption, including all relevant legislation in any other relevant jurisdiction;
- not engage in any activity, conduct or practice which would constitute an offence under the Bribery Act 2013 if such activity, conduct or practice had been carried out in the Isle of Man; and
- comply with all applicable Isle of Man legislation, statutory instruments, regulations, codes and sanctions relating to anti-slavery, including all relevant legislation in any other relevant jurisdiction.
Without limitation to Clause 37, neither party will make or receive any bribe or other improper payment, or allow any such bribe or other improper payment to be made or received on its behalf, either in the Isle of Man or elsewhere, and each party Confidentiality
- Except as required by law, or any court, government or administrative authority or regulatory or supervisor body of competent jurisdiction, the contents of this Agreement are confidential as between You and Us.
- Without limitation to Clause 34, You will not without prior written consent from Us share, publish or in any way make available to any third party any of the contents of this Agreement including, without limitation, the terms on which We are engaged, the fees work undertaken by Us or the fees paid to Us.
Data Protection
- Information received by Us as a result of this Agreement will be treated in confidence in accordance with our Privacy Notice. For the purposes of this Agreement we will act as either a data controller or a data processor appointed by You in accordance with our Privacy Notice. Where we act as data controller in relation to any processing of personal data we will comply with the provisions of the Data Protection Act 2018. For the duration of this Agreement and for as long as it may be necessary thereafter, in accordance with our Privacy Notice, we may retain information about You, some of which may be sensitive information. A full copy of our Privacy notice is available to view on our website: www.BuildIT.im[1]
- Anti-bribery, anti-slavery and corruption
- You and We will:
- comply with the Bribery Act 2013, associated guidance and all applicable Isle of Man legislation, statutory instruments, regulations, codes and sanctions relating to anti-bribery and anti-corruption, including all relevant legislation in any other relevant jurisdiction;
- not engage in any activity, conduct or practice which would constitute an offence under the Bribery Act 2013 if such activity, conduct or practice had been carried out in the Isle of Man; and
- comply with all applicable Isle of Man legislation, statutory instruments, regulations, codes and sanctions relating to anti-slavery, including all relevant legislation in any other relevant jurisdiction.
- Without limitation to Clause 37, neither party will make or receive any bribe or other improper payment, or allow any such bribe or other improper payment to be made or received on its behalf, either in the Isle of Man or elsewhere, and each party will implement and maintain adequate procedures to ensure that such bribes or payments are not made or received on its behalf.
Governing Law and Jurisdiction
- It is the intention of the Parties to this Agreement be governed by and construed in accordance with the laws of the Isle of Man.
- The Parties hereby agree that any dispute or proceedings under, in relation to or arising from this Agreement, be subject to the exclusive jurisdiction of the Courts of the Isle of Man.
GOODS
Guarantees and after sales service
- Subject to clause 37, We guarantee:
- that the Goods will correspond with the stated description and specification;
- that the Goods will be of satisfactory quality when delivered; and
- that the Goods will remain of satisfactory quality in normal use for 12 months following delivery,
and will refund the cost of the Goods, or credit the cost of the Goods, or replace the Goods, if required (the “Guarantees”).
- The Guarantees do not apply to any defect in the goods arising from fair wear and tear, wilful damage, accident, negligence by you or any third party, use otherwise than as recommended by the manufacturer of the Goods, failure to follow such manufacturer’s instructions, or any alteration or repair carried out without such manufacturer’s approval.
- The Guarantees do not affect your statutory rights.
- The terms of any manufacturer’s guarantee and after sales service will be included within the documents accompanying the Goods.
- If the Goods develop a defect while under warranty or you have any other complaint about the Goods, you should notify BuildIT via e-mail or phone as soon as possible, but in any event within 7 days of the date on which you discovered or ought to have discovered such damage, defect or complaint.
- We may deliver Goods of a different description or specification from that agreed and as may be required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.
Advice given by us to you
- We are always prepared to offer advice about the goods including advice about installation, compatibility, configuration, and product upgrades.
- We know the general purpose for which you require the Goods and we will take reasonable care when giving you any advice.
- Without knowing the particular application for which you require the Goods and the exact specification and configuration of any existing system into which you intend to install the Goods, we cannot, and do not, warrant the suitability of any Goods for your particular purpose.
- We do offer a service whereby we will install the Goods into your existing system. If you ask us to do that, we can warrant the suitability of the Goods installed by us.
Our right of cancellation
- If, for reasons beyond our reasonable control, including but not limited to an inability or failure on the part of the manufacturers or suppliers of the Goods to supply the Goods to Us, We are unable to supply the Goods to You, We may cancel this Agreement at any time before the Goods are delivered by giving notice to You. We shall promptly repay to You any sums paid by you or on your behalf under or in relation the agreement. We shall not be liable for any other loss or damage whatever arising from such cancellation
Your responsibilities
- It is Your responsibility to ensure:
- compatibility of any Goods both with the existing components within Your system and with any other Goods;
- proper installation of the Goods into Your existing system; and
- that, wherever necessary, You access the manufacturer’s website to download any necessary product upgrades (including drivers and manuals).
Delivery
- The Goods shall be at Your risk as from delivery.
- You shall be deemed to have accepted the Goods on the day of delivery. After acceptance You shall not be entitled to reject goods which are not in accordance with this Agreement.
- No goods delivered to You which are in accordance with this Agreement will be accepted for return by Us unless covered under the manufacturer’s warranty as a manufacturing defect.
SERVICES
Reimbursement of Expenses
- BuildIT will be reimbursed from time to time for all reasonable and necessary expenses incurred by the Contractor in connection with providing the Services hereunder.
- BuildIT will furnish vouchers to the Client for all such expenses and the Client agrees to reimburse BuildIT in full within 30 days of receipt thereof.
Assistance and Additional Resources
- The Client agrees at all times to provide such assistance as BuildIT reasonably requires in order to enable it to provide the Services, including:
- ensuring that BuildIT can, whenever it reasonably requires, access any location necessary to perform the Services;
- providing access to such personnel of the Supplier as is necessary to provide the Services;
- providing all information, documents, materials and or other items necessary for the provision of the Services in a timely manner; and
- obtaining any necessary licences, permits permissions or consents relevant to the provision of the Services.
- The Client agrees to provide, for the use of BuildIT in providing the Services, the following resources:
- Timekeeping and Fault reporting solution; and
- Such other resources as BuildIT may reasonably request from time to time.
Insurance
- BuildIT will be required to maintain general liability insurance including coverage for bodily injury and property damage at a level that would be considered reasonable in its industry based on the risk associated with the characteristics of this Agreement and the Services and only to the extent permitted by law.
Confidentiality
- Confidential information (the “Confidential Information“) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
- BuildIT agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which BuildIT has obtained, except as authorised by the Client. This obligation will end on the expiration or termination of this Agreement.
- All written and oral information and materials of the type described in clause 56 disclosed or provided by the Client to BuildIT under this Agreement is Confidential Information, regardless of whether it was provided before or after the date of this Agreement or how it was provided to BuildIT.
Non-Solicitation
- BuildIT understands and agrees that any attempt on the part of the Contractor to induce other employees or contractors to leave the Client’s employ, or any effort by BuildIT to interfere with the Client’s relationship with its employees or other service providers may be harmful and damaging to the Client.
- Until this Agreement expires or is terminated, BuildIT will not in any way directly or indirectly:
- induce or attempt to induce any employee or other service provider of the Client to cease employment or retainer with the Client;
- otherwise interfere with or disrupt the Client’s relationship with its employees or other service providers;
- discuss employment opportunities or provide information about competitive employment to any of the Client’s employees or other service providers; or
- solicit, entice, or hire away any employee or other service provider of the Client.
Return of Property
- Upon the expiry or termination of this Agreement, BuildIT will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Capacity/Independent Contractor