Terms & Conditions

Terms & Conditions

1. Application

These Terms and Conditions shall apply to the provision of the services detailed overleaf (“Services”) by nDuo Ltd a company registered in England under number 07805101 whose registered office is at 145-157 St John Street, EC1V 4PW, London (“Supplier”) to you (“Client”). No other terms and conditions shall apply to the provision of Services unless agreed upon in writing between the Provider and the Client.

2. Interpretation

2.1 A “business day” means any day other than a Saturday, Sunday or bank holiday.

2.2 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

2.3 Words imparting the singular number shall include the plural and vice-versa.

3. Services

3.1 With effect from the commencement date stated in this Service Agreement and in consideration of the Fees being paid in accordance with these Terms and Conditions, the Supplier shall provide the Services to the Client.

3.2 The Supplier shall use reasonable care and skill in its performance of the Services and shall ensure compliance with any and all relevant codes of practice.

3.3 The Supplier shall use its best and reasonable endeavours to complete its performance of the Services within the time agreed as set out in this Service Agreement; however time will not be of the essence in the performance of these obligations.

4. Client Obligations

4.1 The Client shall use its best and reasonable endeavours to provide the Supplier with access to any and all relevant information, materials, properties and other matters which are required to enable the Supplier to provide the Services.

4.2 The Client shall use its best and reasonable endeavours to acquire any permissions, consents, licences or other matters which are required to enable the Supplier to provide the Services.

4.2 The Supplier shall not be liable for any delay or failure to provide the Services where such delay or failure is due to the Client’s failure to comply with the provisions of this Clause 4.

5. Fees

5.1 The fees (“Fees”) for the Services are set out in this Service Agreement.

5.2 In addition to the Fees, the Supplier shall be entitled to recover from the Client reasonable incidental expenses for materials used and for third party goods and / or services supplied in connection with the Services.

5.3 The Client shall pay the Supplier for any additional services provided by the Supplier that are not specified in this Service Agreement in accordance with the Supplier’s then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between the Supplier and the Client. The provisions of sub-Clause 5.2 shall also apply to such additional services.

5.4 The Fees are exclusive of any applicable VAT (unless stated otherwise) and other taxes or levies which are imposed or charged by any competent authority.

5.5 The Client shall be required to pay a deposit (“Deposit”) as detailed in this Service Agreement at the time of accepting this Service Agreement.

5.6 If the Client does not pay the Deposit to the Supplier in accordance with sub-Clause 5.5 the Supplier shall have the right to withhold provision of the Services until the Deposit is received or may terminate in accordance with Clause 9.

5.7 The Deposit shall be non-refundable unless the Supplier fails to provide the Services and is at fault for such failure (where the failure is not the fault of the Supplier, no refund shall be made).

6. Service agreement, Contract and Variation

6.1 This Service Agreement constitutes written acceptance and confirmation by the Supplier of the Client’s order for the Services (as agreed between the Supplier and the Client).

6.2 Having issued this Service Agreement which is a contractual offer to provide the Services, the Supplier agrees to enter into a contract for the provision of Services upon the Client’s written acceptance of this Service Agreement and of these Terms and Conditions.

6.3 Either the Supplier or the Client may cancel the order for any reason prior to the Client’s acceptance (or rejection) of this Service Agreement.

6.4 If the Client wishes to vary any details of the Services it must notify the Supplier in writing as soon as possible. The Supplier shall endeavour to make any required changes and additional costs shall be invoiced to the Client.

6.5 If, due to circumstances beyond its control, the Supplier has to make any change in the Services or the arrangements relating to the provision thereof, it shall notify the Client immediately. The Supplier shall endeavour to keep any such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.

7. Payment

7.1 Following the Client’s acceptance of this Service Agreement, the Supplier shall invoice the Client for the Fees either:

(a) upon completion of its provision of the Services; or

(b) on the invoice dates set out in this Service Agreement.

7.2 The Client shall pay the Fees due, directly to the Consultant, immediately after the meeting.

7.3 Time for payment shall be of the essence of the Contract between the Supplier and the Client.

7.4 Receipts for payment will be issued by the Supplier only at the Client’s request.

9. Termination

9.1 The Supplier may terminate the provision of the Services immediately if the Client commits a material breach of its obligations under these Terms and Conditions; or

10. Intellectual Property

The Supplier reserves all copyright and any other intellectual property rights (if any) which may subsist in the products of, or in connection with, the provision of the Services. The Supplier reserves the right to take such action as may be appropriate to restrain or prevent the infringement of such intellectual property rights.

11. Liability and Indemnity

11.1 If the Supplier fails to perform the Services with reasonable care and skill it shall carry out all required remedial action at no additional cost to the Client.

11.2 The Supplier shall not be liable to the Client or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if such delay or failure is due to any cause beyond the Supplier’s reasonable control.

11.3 The Client shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the Supplier arising from any loss or damage to any equipment (including that belonging to third parties) caused by the Client.

12. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

13. Communications

13.1 All notices under these Terms and Conditions shall be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

13.2 Notices shall be deemed to have been duly given:

(a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

(b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;

(c) on the fifth business day following mailing, if mailed by national ordinary mail; or

(d) on the tenth business day following mailing, if mailed by airmail.

13.3 All notices under these Terms and Conditions shall be addressed to the most recent address, email address or fax number notified to the other party.

14. No Waiver

14.1 No waiver by the Supplier of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

14.2 No failure or delay on the part of either the Supplier or the Client to exercise any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.

15. Severance

In the event that one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).

16. Consumer Rights

Nothing in these Terms and Conditions shall affect the Client’s statutory rights as a consumer.

17. Law and Jurisdiction

17.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

17.2 Any dispute, controversy, proceedings or claim between the Seller and the Buyer relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.