Aero Compliance Plus Limited General Terms and Conditions
Aero Compliance Plus Limited reserves the right to change the Terms and Conditions at anytime without notice.
“Agreement” means the agreement based on these terms and conditions between the Company and the Client for the performance of the Services;
“Client” means the person, firm or company purchasing the Services from the Company;
“Company” means Aero Compliance Plus Limited which is entering into the Agreement;
“Default” means any breach of the obligations of either party (including but not limited to fundamental breach or breach of a fundamental term) and/or any actionable default, act, omission, negligence or mis-statement of either party, its employees, agents or sub-contractors in connection with or in relation to the subject of this Agreement and in respect of which such party is liable to the other;
“Intellectual Property Rights” means any and all design rights, utility models, patents, inventions, service marks, logos, business names, trademarks (whether registered or unregistered), internet domain names, copyright, rights in databases, data, source codes, reports, drawings, specifications, know-how, trade secrets, confidential information, software designs and/or other materials, semi-conductor rights, topography rights, rights in the nature of unfair competition and the right to sue for passing off and any other equivalent rights whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any related goodwill;
“Services” means the Services provided by the Company to the Client including, but not limited to, consultancy, training, mentoring, audit, guidance and advisory Services;
“Site” means the premises at the address for delivery of the Services and/or each part of the deliverable Services set out in the Scope of Work;
“Scope of Work” means the document setting out the Services and the rates for such work;
“Termination Date” means the date specified in the Scope of Work when this Agreement shall end unless terminated earlier.
The Client shall provide to the Company access to such resources during agreed business hours and shall procure all licences and access permissions as the Company shall require in order to perform its obligations under the Agreement.
In consideration of payment of the fees set out in the Scope of Work the Company shall provide the Services in accordance with the Scope of Work and these terms and conditions.
3. Payment of fees
The Company shall invoice the Client for payment of the fees and the Client shall pay them to the Company as specified and at the time stated in the Scope of Work (the “Due Date”). Where Stage payments have been stipulated the “Due Date” for each payment will also be stipulated within the Scope of Work.
4. VAT and payment
All sums payable under this Agreement are stated exclusive of UK Value Added Tax and/or equivalent taxes in other countries which will be added and payable by the Client at the applicable rate and all sums due shall be paid without set-off, counter claim or deduction.
5. Late payment
Where the payment of any invoice or any part of an invoice (Stage Payment) is not made in accordance with this Agreement, the Company, without prejudice to its other rights under this Agreement or in law, shall be entitled to: –
5.1 charge interest (both before and after judgement) on the outstanding amount at the rate of 4 per cent per annum above the Company’s bank’s base rate from the Due Date until the date of payment in full; and/or
5.2 suspend and/or withhold any Services to be performed by the Company for the Client under this Agreement or any other arrangement; and/or
5.3 terminate this Agreement.
In addition to the fees for Services the Client shall reimburse all expenses reasonably and properly incurred by the Company in the performance of the Services at any location including but not limited to travel, subsistence and accommodation expenses. Such expenses will be recharged at cost. The Company shall maintain adequate records of such expenses and, at the Client’s reasonable request, shall produce copies for inspection. These expenses may be invoiced monthly in arrears (depending upon the term of the service provision) detailing the nature of the expense incurred and the person who incurred the expense. The Company will agree with the Client in advance the nature and scope of these expenses.
The fees set out in the Scope of Work shall either be stated as fixed or on a time and materials basis. In any case other than fixed fee arrangements all timetables for work and/or performance dates are estimates only and such work will be performed on a daily rate basis. The Company will be entitled to increase any Fees due under this Agreement, by giving the Client 30 days’ written notice.
8. Site regulations
The Company and the Client agree that when the Company’s staff including its agents, contractors and sub-contractors, are present on the Client’s premises or site they shall be fully appraised by the Client of all applicable rules, regulations and policies relating to the health and safety of personnel including their security on those premises and they will not, after receipt of an appropriate briefing, knowingly breach such rules, regulations, procedures and policies.
The Company retain the right to substitute personnel to provide the Services, however where it has no reasonable alternative but to replace such personnel, the Company shall give the Client reasonable prior written notice and will use reasonable endeavours to replace the personnel with personnel of similar experience and qualification. Where this is beyond the reasonable control of the Company they will not be liable for any compensation.
The Services shall be set out in the Scope of Work, however at any time prior to completion of the Services, either party may request a change to them this will be confirmed by notice in writing to the other party. Each party has the right to reject the change request but shall not do so unreasonably. The Company shall provide the Client with a quotation of the estimated fees for the proposed change. If the parties agree to apply the change, details of the change and the fees, timetable of work and/or delivery dates shall be set out by either:
An addendum to the Scope of Work
A separate Scope of Work.
In either case both parties will sign the required Company Agreement and it shall then be deemed to be incorporated and valid, see 26. Rates may reflect any subsequent change in service charges with changes to the Scope of Work.
11. Deliverable Services,
The Deliverable Services shall be deemed to be accomplished upon the issue of the invoice by the Company identifying the completion of all activity set out in the Scope of Work.
12. Client co-operation
The successful and timely performance by the Company of the Services is dependent upon the Client’s prompt performance of its obligations under the Agreement. The Client agrees to make available to the Company an authorised representative(s) who will:
12.1 be authorised to make binding decisions for the Client regarding the Agreement, including any change to the Scope of Work; and
12.2 ensure timely payment and provide contact for financial communications such as processing Company invoices; and
12.3 provide the Company with all reasonable information and documentation in a timely manner to ensure the successful completion of Services within the agreed timescale, particularly concerning the Client’s operations and activities which may be required by the Company for the performance of the Services (the Client will be responsible and liable for all third-party actions, delays or omissions where such third-party are under the control of the Client).
12.4 review any agreed draft Deliverables, provided by the Company for review so that corrections or changes may be made by the Company in a timely manner to complete the agreed Services;
13. Rights in the Deliverables
To the extent that the Deliverables or any document, software, data or other material developed by the Company in the course of performing the Services constitutes an original work or includes or incorporates a pre-existing work or proprietary item of the Company’, all right, title and interest (including all Intellectual Property Rights) shall be and remain vested in the Company. Subject to payment of all fees due under the Agreement, the Company grants to the Client a non-exclusive licence to use the same to the extent necessary to enable the Client to possess and use the Deliverables for its internal business only.
Neither party excludes or limits liability to the other party for:
14.1 death or personal injury caused by its negligence or that of its contractors, subcontractors or agents;
14.2 fraud; or
14.3 breach of the implied terms as to title as set out in section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982.
15. Limitation of liability
Subject always to clause 14, the entire aggregate liability of the Company under or in connection with the Agreement, whether for tort (including negligence) misrepresentation, breach of contract, breach of common law or otherwise, shall not exceed one hundred percent (100%) of the fees paid to the Company by the Client in any twelve-month period prior to the relevant claim arising.
Subject to clause 14 in no event shall the Company be liable for:
16.1 indirect, pure economic or consequential loss or damage; or
16.2 expenses or loss of profits; or
16.3 loss of revenue, loss of contracts or loss of opportunity; or
16.4 loss of or damage to goodwill; or
16.5 loss of anticipated savings or opportunity; or
16.6 loss of or loss of use of data and/or corruption of data; or
16.7 business interruption; or
16.8 aggravated, punitive, exemplary and/or special damages; or
16.9 loss or damage incurred by the Client as a result of third-party claims; or
16.10 any loss or damage to the extent that it is caused by or results from any use of the Deliverables by the Client in any manner other than that for which they were provided.
If for any reason the exclusion of liability in clause 16 is void or unenforceable, in whole or in part, the Company’s total liability for all loss or damage under the Agreement shall be as provided in clause 15. Each of the limitations and exclusions in clauses 15 and 16 is a separate limitation or exclusion which shall apply and survive even if, for any reason, one or other of them is held inapplicable or unreasonable in any circumstances. The limitations and exclusions in this Agreement shall survive any termination or expiry of this Agreement.
The Company shall have in effect and maintain adequate insurance cover at its own cost with a reputable insurance company to cover the liability accepted by it under the terms of the Agreement.
Unless already known or in the public domain or required by law the parties undertake at all times to keep confidential and not to use or to disclose to any third party without the other party’s prior written consent any confidential information supplied by the other party or obtained as a result of the Agreement (or any discussions prior to execution of the Agreement) including all information (in whatever form) relating to the other party’s business, technology and customers and the terms of the Agreement. The parties shall procure that any third party or subcontractor to whom information is disclosed pursuant to the Agreement is made aware of and complies with obligations of confidentiality equivalent to those set out in these terms and conditions.
The parties agree that information is not to be regarded as confidential information and that the receiving party will have no obligation with respect to any information which that party can demonstrate: –
20.1 was already known to it and at its free disposal prior to its receipt from the disclosing party;
20.2 was subsequently disclosed to it lawfully by a third party who did not obtain it (whether directly or indirectly) either from the disclosing party or under any obligation of confidence;
20.3 was in the public domain at the time of receipt by the receiving party or had subsequently entered in to the public domain other than by reason of the breach of the provisions of this Clause or of any obligation of confidence;
20.4 is disclosed by the receiving party in compliance with a legal requirement of a Government agency or otherwise where disclosure is required by the operation of law, on condition that it gives the other party reasonable prior written notice of the proposed disclosure to allow that party to intervene.
21. Breach of Confidence
Each party shall promptly inform the other if it becomes aware of any breach of confidence by any person and shall give the other party all reasonable assistance in connection with any proceedings which it may institute against such person.
22. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under the Agreement where such delay or failure is due to circumstances beyond its control (“Force Majeure Event”) provided that as soon as reasonably possible after the start of the Force Majeure Event, the affected party notifies the other party of the Force Majeure Event, and the anticipated effect of the Force Majeure Event on the affected party’s ability to perform its obligations.
23. Data protection
Each party undertakes to the other party to comply with the Data Protection Act 2018 and shall procure that its employees, agents and subcontractors shall observe the provisions of that Act.
Refer to: Aero Compliance Plus Limited GDPR Compliance Statement
A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of the Agreement.
Any notice to be given under the Agreement must be in writing and delivered to the registered office address or principal place of business of the party to be served and shall be deemed served two days after dispatch by first class post or immediately on delivery if hand delivered.
26. Variation and waiver
No failure, delay, relaxation or forbearance on the part of either party in exercising any power or right under the Agreement shall operate as a waiver of such power or right or of any other power or right. Any change to the Agreement shall only be valid if it is formally agreed by the parties, either in writing or via email from a duly authorized representative of the parties.
27. Personal agreement
The Agreement is personal to the Client and the Client shall not assign the benefit of or any interest in or subcontract any obligation under the Agreement.
28. Entire agreement
Except to the extent of any misrepresentation or breach of warranty which constitutes fraud, these terms and conditions and the Scope of Work together constitute the entire agreement between the parties relating to the subject matter of the Agreement.
The Company shall perform the Services with reasonable care and skill. The Client will promptly notify the Company of any alleged breach of the warranties contained in the Agreement as soon as practicable upon becoming aware of it and use reasonable endeavours to do so within 14 days. The Company will be entitled to investigate and if deemed appropriate, will be obliged to remedy such breach within a reasonable time from receipt of notification (which shall not be greater than 30 days unless otherwise agreed between the parties) the Client shall give the Company all reasonable assistance in connection with any investigation for breach of warranty. This Clause 29 states the Company’s entire liability with regard to any breach of the warranties contained in the Agreement.
30. Law and Jurisdiction
The Agreement shall be governed by and construed in accordance with Laws of the United Kingdom and each party agrees to submit to the exclusive jurisdiction of the English Courts.
In the event of any cancellation of an agreement for Services the following charges will apply: