Terms and Conditions
The following terms and conditions apply to the Contract (see definition below) and each future request for the supply of Services (see definition below) from time to time unless otherwise agreed in writing. The supply of Services, including where applicable, the Deliverables (see definition below) shall be subject to these terms, which shall take precedence over any terms and conditions of the Client.
1. Definitions
In these terms and conditions the following words shall have the meanings given in this clause:
1.1 ‘The Company’ means Cedar GB Ltd, Equinox House, Clifton Park Avenue, Clifton Park, York YO30 5PA, a company registered in England and Wales number 6986860;
1.2 ‘Client’ means the person, firm or company subscribing to the service; described as such in these terms and conditions;
1.3 ‘Contract’ means the contract between the Company and the Client in respect of the supply of the Services described as such in these terms and conditions;
1.4 ‘Subscription’ means the fee to be charged by the Company for the Services;
1.5 ‘Order’ means the order placed by the Client for the Supply of the Services;
1.6 ‘Rights’ means all copyright, design rights (whether registered or unregistered), patents, rights in trade marks (whether registered or unregistered), database rights and any/or other intellectual property rights in the Services, for the full term of those rights, in each case whether registered or unregistered and including all applications and rights to apply existing anywhere worldwide now or in the future;
1.7 ‘Services’ means all services to be supplied by the Company for the Client as described in these terms and conditions;
1.8 ‘Company’s website’ means www.cedargbltd.co.uk;
2. Supply of the Services
2.1 The Contract shall be deemed to have been entered into upon receipt by the Client of the Company's written order acknowledgement form or when the Company commences performance of the Services ("Services Start Date"), whichever is the earlier. All Services carried out are performed subject to these terms and conditions (the "Conditions") and these Conditions shall be the sole terms and conditions applicable. Terms and conditions on the Client's order form or other similar document shall not be binding on the Company and the placing of the Order by the Client shall indicate unqualified acceptance of these Conditions;
3.2 No representative, agent or other person has the Company's authority to vary, amend or waive any of these Conditions on the Company's behalf and no amendment or addition to any of these Conditions shall be deemed to have been accepted unless accepted in writing by a director of the Company.
3. The Services
3.1 The Services provided will be as specified on the Company’s website;
3.2 The Company is committed to continuously improving its services and reserves the right to amend Services in accordance with this policy;
3.3 Use of Services is subject to the Company’s fair use policy;
3.4 The Services are for the sole use of the Client and must not be copied, forwarded or reproduced for use by a third party;
4. The Company’s obligations
4.1 The Company agrees it will use its reasonable care and skill in the supply to the Client of the Services;
4.2 The Client acknowledges and agrees that the Company's ability to provide the Services is dependant on the full and timely co-operation of the Client;
5. Terms of Payment
5.1 The Client shall pay all fees in accordance with the payment schedule set out on the Company’s website;
5.2 Payment method shall be in accordance with those set out on the Company’s website;
5.3 All sums payable under the Contract are inclusive of VAT. For the avoidance of doubt, no payment shall be deemed to have been received until the Company has received cleared funds;
5.4 Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Company on the due date, the Company may:
(a) Charge interest on such sum from the due date for payment at a rate of 4% above the rate of NatWest Bank as applying from time to time accruing on a daily basis and being compounded monthly until payment is made whether before or after any judgements; and/or
b) Suspend all Services (including without limitation delivery of Deliverables, where applicable) until payment has been made in full;
5.5 All sums payable to the Company under this Contract shall become due immediately on its termination despite any other provision;
5.6 The Client shall make all payments due to the Company under this Contract in full without any deduction whether by set-off, counterclaim, discount, abatement or otherwise;
5.7 The Company reserves the right to amend fees by giving 30 days written notice;
6. Liability
The Company accepts liability for its own negligence or faults in the Service, but only to the extent stated in this clause. The Company does not exclude or restrict its liability for death or personal injury resulting from negligence. The Company’s liability to the Client in contract law or in tort or otherwise howsoever arising in relation to this Contract is limited to the Company’s charges for the Services. The Company will not be liable to the Client for any loss or destruction of software or systems, temporary or otherwise, which occurs following use of the Services except and to the extent that it is caused by the wilful default of one of the Company’s employees, agents or sub contractors.
Although the Company will endeavour to ensure that the Services contain no software routine designed to permit unauthorised access, disable or erase existing software or software contained in the Services or any data or hardware, the Company shall not, except insofar as it cannot exclude its liability for death or personal injury caused by its negligence, be liable for any damage (physical or otherwise), loss or expense caused either directly or indirectly by use of the Services. The Company shall not be liable in any way in respect of any failure, delay or defect in the supply or use of the Services caused by the supply by the Client of inaccurate information . Where such event could not reasonably have been prevented or controlled by the Company, the Company is not liable to the Client if any hardware or software used in conjunction with the Services malfunctions, fails or is otherwise unable to communicate with other systems or Internet users (including where computer viruses have caused such failures) such that the use of the Services is hindered or impeded. In any event the Company is not liable to the Client for the following loss or damage, howsoever caused and even if foreseeable by the Company:
6.1 Economic loss including loss of profits, business, contracts, revenues, goodwill, production and anticipated savings of any description;
6.2 Loss arising from any claim made against the Client by any other person; or
6.3 Loss or damage arising from the Client’s failure to fulfil its responsibilities or any matter under the control of the Client.
6.4 This clause 6 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of any breach of this Contract; any use made by the Client of the Services in whole or in part; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Contract:
6.5 Except as expressly set out in this Contract, all warranties, conditions and other terms implied by statute or common law or otherwise are, to the fullest extent permitted by law, excluded from this Contract.
6.6 Nothing in this Contract limits or excludes the liability of the Company for death or personal injury resulting from negligence; or for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by the Company, or for any liability which cannot be excluded or limited as a matter of law.
6.7 Subject to clause 6.3 above:
(a) The Company shall not be liable for loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
(b) The Company shall not be liable to the Client for any loss or destruction of software or systems, temporary or otherwise, which occurs following use of the Services;
(c) Although the Company will use reasonable endeavours to ensure that the Services contain no software routine designed to permit unauthorised access, disable or erase existing software or software contained in the Services or any data or hardware, the Company will not be liable for any damage (physical or otherwise), loss or expense caused either directly or indirectly by use of the Services;
(d) The Company shall not be liable in any way in respect of any failure, delay or defect in the supply or use of the Services caused by the supply of inaccurate information by the Client;
(e) Where such event could not reasonably have been prevented or controlled by the Company, the Company is not liable to the Client if any hardware or software used in conjunction with the Services malfunctions, fails or is otherwise unable to communicate with other systems or Internet users (including where computer viruses have caused such failures) such that the use of the Services is hindered or impeded;
(f) The Company shall not be liable for the loss arising from any claim made against the Client by any other person; or loss or damage arising from the Client’s failure to fulfil its responsibilities or any matter under the control of the Client;
7. Confidential information
Neither party shall divulge any confidential information which is supplied to it about the other party in the course of this Contract or any pre-Contract discussions, other than information forming part of the public domain otherwise than through a breach of this clause or any other obligation of confidence.
7.1 For the purposes of this Contract "Confidential Information" means information (however stored) relating to or connected with a party and/or their respective businesses, customers and/or financial or other affairs which is of a confidential nature including, without limitation, information concerning or relating to the Rights and any other property in the nature of intellectual property of the parties; technical processes, future projects, business development and details of contractual arrangements and any other matters concerning the clients or customers of or other persons having dealings with the parties; and the contents of this Contract.
7.2 Each party shall keep in strict confidence all Confidential Information that has been disclosed to it (the "Receiving Party") by the other (the "Disclosing Party"), the Disclosing Party’s employees, agents or sub-contractors and any other Confidential Information concerning the Disclosing Party’s business or its products which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such Confidential Information to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Receiving Party’s obligations to the Disclosing Party, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
7.3 The obligations in clause 7.2 will not apply where such Confidential Information:
(a) Is already in the public domain or lawfully known to the receiving party at the time of disclosure;
(b) Subsequently comes lawfully into the possession of the receiving party;
(c) Subsequently enters the public domain otherwise than as a result of unauthorised disclosure by any person; or
(d) Where such information is required to be disclosed by law;
7.4 This clause 7 shall survive termination of the Contract, however arising;
8. Termination
8.1 The minimum period of the Contract will be 12 months;
8.2 Subject to clause 8,1 the Client may cancel the Services by giving 30 days written notice;
8.2 Either party may by notice in writing to the other terminate this Contract forthwith upon the happening of one or more of the following events:
(a) If the other shall fail to make any payment due hereunder within 7 days after the due date; or to remedy any other breach within 30 days after being required to do so in writing; or
(b) If the other party commits a material breach of this Contract which is not capable of being remedied; or
(c) If the other party commits a material breach of any of the terms of this Contract and fails to remedy that breach within 30 days of that party being notified in writing of the breach.
8.3 On termination of the Contract for any reason, the Client shall immediately pay to the Company all of the Company's outstanding invoices and interest in respect of the supply of the Services;
9. Force majeure
9.1 The Company shall have no liability to the Client under this Contract if it is prevented from or delayed in performing its obligations under this Contract by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of the Company's or sub-contractors.
9.2 The Agency is not liable for any breach of this Contract caused by matters beyond its reasonable control including acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving the Agency’s employees), weather of exceptional severity or acts of local or central government or other authorities.
10. Waiver
10.1 A waiver of any right under this Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No failure or delay by a party to exercise any right or remedy provided under this Contract by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
11. Severance
27.1 If any provision (or part of a provision) of this Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal so as to achieve the intention of the parties without illegality or by mutual Contract by the parties, may be severed from this Contract.
12. Entire agreement
12.1 This Contract is the entire agreement between the parties on the subject matter contained herein and supersedes all representations, communications and prior agreements between the parties in that regard. Each party acknowledges that upon entering into this Contract it does not rely and has not relied on any representation (whether negligent or innocent), statement or warranty made or agreed to by any person (whether a party to this Contract or not) except those expressly referred to in this Contract. Nothing excludes either party's liability for fraud.The only remedy available in respect of any misrepresentation or untrue statement made to either party shall be a claim for damages for breach of contract under this Contract. This clause shall not apply to any statement, representation or warranty made fraudulently, or to any provision of this Contract which was induced by fraud for which the remedies available shall be those available under the law governing this Contract.
13. Third party rights
13.1 A person who is not a party to this Contract has no rights under the Contracts (Rights of Third Parties) Act of 1999 to enforce any term of this Contract, but this does not affect any other right or remedy of a third party.This Contract is made for the benefit of the Company and the Client and is not intended to benefit or be enforceable by anyone else and no third party has any right to enforce the terms of the Contract under the Contracts (Rights of Third Parties) Act 1999