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Terms of Service

USER AGREEMENT OF RAW SOLUTIONZ LIMITED

  1. Introduction

These terms and conditions (“Terms”) apply to the provision of IT services (“Services”) by Raw Solutionz Limited (“Raw Solutionz”, “us”, “we” or “our”) to the customer (“you” or “your”).

  1. Contractual relationship

 

2.1. Our Services are provided on the basis of these Terms and any other documents referred to in them, including any proposal or quotation that we provide to you for the provision of Services.

2.2. Any proposal or quotation provided by us does not constitute an offer and may be withdrawn or varied at any time before you accept it.

2.3. Your acceptance of our proposal or quotation constitutes an offer to enter into a contract with us on these Terms which we shall accept by sending you a written confirmation.

2.4. Our contract with you will also incorporate any additional terms and conditions which we have agreed with you in writing.

(“Services”) by Raw Solutionz Limited (“Raw Solutionz”, “us”, “we” or “our”) to the customer (“you” or “your”).

  1. Your obligations

 

3.1. You must ensure that the terms of any proposal or quotation that we provide are complete and accurate.

3.2. You must co-operate with us in all matters relating to the Services and provide us with such information and materials as we may reasonably require in order to supply the Services, in a timely manner and at your expense.

3.3. You must obtain all necessary consents, permissions and licences for us to provide the Services.

  1. Provision of Services

 

4.1. We will use reasonable endeavours to meet any performance dates specified in the proposal or quotation, but any such dates are estimates only and time is not of the essence for performance of the Services.

 

4.2. We may, at our discretion, make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the quality or performance of the Services.

 

4.3. We shall have the right to make any changes to the Services which are necessary to correct any errors or omissions in our proposal or quotation or which do not materially affect the quality or performance of the Services.

  1. Charges and payment

 

5.1. The charges for the Services will be as set out in the proposal or quotation and are exclusive of VAT and other applicable taxes, which shall be payable in addition by you.

 

5.2. We shall invoice you for the charges on completion of the Services.

 

5.3. You shall pay each invoice in full, without any set-off, deduction or withholding (other than any deduction or withholding required by law), within 30 days of the date of the invoice.

 

5.4. If you fail to pay any amount due to us on the due date, then without prejudice to any other right or remedy available to us, we may:

 

  1. suspend the provision of the Services until payment is made in full;

 

  1. charge interest on the overdue amount at the rate of 8% per annum above the base rate of RBS plc from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount; and

 

  1. require payment in advance for any Services which have not yet been provided.

  1. Intellectual property rights

 

6.1. We shall retain all intellectual property rights (including copyright and database rights) in any documents, software, data or other materials developed, created or supplied by us in the course of providing the Services.

 

6.2. You shall not, and shall not permit any third party to, copy, modify, adapt, translate, reverse engineer, decompile or disassemble any such documents, software, data or other materials, or create any derivative works from them.

  1. Limitation of liability

 

7.1. Nothing in these Terms shall limit or exclude our liability for:

 

  1. death or personal injury caused by our negligence;

 

  1. fraud or fraudulent misrepresentation;

 

  1. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

 

  1. breach of the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples); and

 

  1. any other liability which cannot be limited or excluded by applicable law.

 

7.2. Subject to clause 7.1, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

 

  1. loss of profits;

 

  1. loss of sales or business;

 

  1. loss of agreements or contracts;

 

  1. loss of anticipated savings;

 

  1. loss of or damage to goodwill;

 

  1. loss of use or corruption of software, data or information;

 

  1. any indirect or consequential loss.

 

7.3. Except as set out in clause 7.1, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total charges paid or payable by you for the Services.

  1. Termination

 

8.1. We may terminate the Contract with immediate effect by giving written notice to you if:

 

  1. you fail to pay any amount due under the Contract on the due date for payment;

 

  1. you commit a material breach of any other term of the Contract and (if such breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;

 

  1. you repeatedly breach any of the terms of the Contract in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of the Contract;

 

  1. you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 123 of the Insolvency Act 1986;

 

  1. you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors other than (where your creditors agree) for the sole purpose of a scheme for a solvent amalgamation of you with one or more other companies or the solvent reconstruction of you;

 

  1. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up;

 

  1. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over you;

 

  1. a floating charge holder over your assets has become entitled to appoint or has appointed an administrative receiver;

 

  1. a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;

 

  1. a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;

 

  1. any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.1(d) to clause 8.1(j) (inclusive);

 

  1. you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business; or

 

  1. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

  1. General

 

9.1. We may subcontract the performance of any part of the Services.

 

9.2. You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the Contract without our prior written consent.

 

9.3. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

 

9.4. No one other than a party to the Contract shall have any right to enforce any term of the Contract.

 

9.5. Each party acknowledges that, in entering into the Contract, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.

 

9.6. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its primary email address (in any other case) and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or email.

 

9.7. Any notice or communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 9.6; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting or if sent by email, one working day after transmission.

 

9.8. These Terms and any document expressly referred to in them constitute the entire agreement between us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to their subject matter.

 

9.9. We shall not be liable for any failure to perform, or delay in performing, any of our obligations under the Contract that is caused by an event outside our reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

 

  1. strikes, lock-outs or other industrial action;

 

  1. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

 

  1. fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

 

  1. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

 

  1. impossibility of the use of public or private telecommunications networks;

 

  1. the acts, decrees, legislation, regulations or restrictions of any government; or

 

  1. pandemic or epidemic.

 

Our performance under the Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we shall have an extension of time for performance for the duration of that period. We shall use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

 

9.10. These Terms shall be governed by and construed in accordance with English law and the parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).