Steery Consulting Limited
Terms and Conditions
1.1 In these Terms of Business “Steery” means Steery Consulting Limited. “the Customer” means any individual, firm, company or other party with whom Steery contracts. “the Services” means any database development services, “the Contract” means any contract for the provision of the Services and/or the supply of Goods howsoever made between Steery and the Customer. “the Goods” means any goods whatsoever including but not limited to printed material, manufactured items, computer based designs, websites, databases & software and goods supplied by Steery to the Customer pursuant to a Contract.
2. Formation of Contract
2.1 Any Contract shall incorporate and be subject to these Terms of Business and any further terms specified by Steery to the Customer in writing. In the event of the Customer seeking to incorporate special terms into the Contract, such special terms shall not apply unless they are expressly accepted and agreed by a director of Steery in writing.
2.2 No Contract shall come into existence until the Customerʼs order has been accepted in writing by Steery.
2.3 Any Estimate given by Steery is an invitation to the Customer to appoint within 30 days of the Estimate date Steery to provide the Services and/or the Goods in accordance with these Terms of Business and any other special terms referred to in the Estimate or accepted and agreed by Steery in accordance with Paragraph 2.1 above. Steery reserves the right to withdraw or amend estimated prices at any time prior to its written acceptance of those prices as part of the Customerʼs order. Unless otherwise expressly agreed or earlier withdrawn, all Estimates expire automatically after 30 days.
2.4 If the Customer submits an instruction containing terms inconsistent with or purporting to override these Terms, Steeryʼs acknowledgement or acceptance of such instruction shall constitute a counter-offer on these Terms.
2.5 Any waiver of any breach of these Terms shall not prejudice Steeryʼs rights in respect of any subsequent breach.
2.6 The Customer shall be responsible for ensuring the accuracy of the terms of each order.
2.7 The Customer may not cancel any order for Goods or Services which has been accepted by Steery except with the written agreement of Steery and on terms that the Customer shall indemnify Steery in full against all loss (including loss of profit) costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Steery as a result of cancellation.
2.8 No variation to the Contract shall be binding unless agreed in writing between the authorised representatives of Steery and the Customer. Steeryʼs employees or agents are not authorised to make any representations concerning the Goods or the Services unless confirmed by Steery in writing. In entering into the Contract the Customer acknowledges that it does not rely on and waives any claim for breach of any such representations (including representations in brochures, catalogues, web pages and other marketing materials) which are not so confirmed.
2.9 Steery reserves the right to cancel the Contract without liability to the Customer at any time before the Goods are delivered or the Services are performed if Steery becomes aware that the sale of the Goods or the supply of the Services infringes the laws or regulations of any applicable jurisdiction.
2.10 Any typographical, clerical or other error or omission in any sales literature, Estimate, price list, acceptance of offer, invoice or other document or information issued by Steery shall be subject to correction without liability on the part of Steery.
3. Capacity of Company
Steery acts as a principal at law in all contracts entered into by Steery in the usual course of its business.
4.1 Subject to any alternative basis for charging specified by Steery, the Customer shall pay Steery for the Services and the Goods such sum as shall be calculated in accordance with Steeryʼs current standard hourly or other rates of remuneration (whichever is applicable) in addition to the costs incurred by Steery in the provision of such Goods and Services.
4.2 The Customer shall be deemed to have authorised Steery to purchase all such additional Goods and Services and provide such additional Goods and Services as shall be referred to (directly or indirectly) in any Contact Report issued by Steery save insofar as the Customer shall have notified Steery in writing of its disagreement with any such matter in any Contact Report within two days of its receipt of the relevant Contact Report.
4.3 Steery reserves the right by giving notice to the Customer at any time to increase the price of the Goods or the Services to reflect any increase in the cost to Steery which is due to any factor beyond the control of Steery.
4.4 Unless otherwise agreed in writing, all costs are quoted in sterling and all invoices are for payment in sterling as set out in paragraph 5 below. Where, because payments have been made by the Customer on dates and in amounts different to those agreed at the commencement of Steeryʼs work without Steeryʼs prior consent, Steery has suffered exchange rate losses in excess of 2% of the due amounts, Steery reserves the right to charge additional amounts to make up that shortfall.
5. Payment and Invoicing Procedure
5.1 In respect of Services Steery will invoice the Customer at such times as it shall in its discretion think fit and the Customer will unless otherwise specified by Steery pay each invoice within thirty days from the date of such invoice failing which Steery shall be entitled to cease all further work on behalf of the Customer without liability in respect of any loss or damage sustained by the Customer as a result.
5.2 Unless otherwise agreed in writing by Steery, payment of all invoices will be due and payable, (without any deduction or withholding) in cash or cleared funds thirty days from the date of invoice.
5.3 If the Customer shall fail to make payment in full in accordance with the provisions of this paragraph 5 then (without prejudice to any other rights of Steery) the Customer shall without any need for Steery to give notice become liable to pay to Steery compound interest on the amount for the time being unpaid at the rate which is thirty percent per anum calculated from the date of due payment until the date of actual payment as well after as before any judgement and Steery shall be entitled at its option either:
5.3.1 to suspend all or any other supplies or deliveries to be made under that or any other Contract with the Customer PROVIDED ALWAYS THAT in any event the Customer shall not in any respect be released from its obligations to Steery under that or any such other Contract: or
5.3.2 to terminate the relevant Contract and/or other contract with the Customer and to claim damages from the Customer.
5.4 Time for payment is of the essence of the Contract.
6. Costs of Purchases and Customer Approval
Subject to paragraph 4.2 above Steery undertakes not to purchase production materials or to incur costs chargeable to the Customer without the Customerʼs prior agreement PROVIDED ALWAYS THAT the Customerʼs approval of copy, layouts, proofs, scripts, databases, Contact Reports or schedules will constitute the authority to Steery to incur such costs. The Customer shall not in any event unreasonably withhold or delay its approval of copy, layouts, proofs, scripts, databases, Contact Reports or schedules PROVIDED ALWAYS THAT the Customer shall be deemed to approve the same if it has not notified Steery of its non-approval within a period following receipt of the same which shall be reasonable having regard to the need for any changes which the Customer may require and any requirements for publication, distribution for delivery which may exist.
7. Despatch and Delivery
7.1 Delivery dates are approximate only and, subject to paragraph 15.1 below, the time of delivery shall not be of the essence of the Contract.
8. Alternations of Ancillary Contracts
Subject to paragraph 2.8 above, alterations of contracts can be made only when agreed in writing by Steery and permitted by the terms of the contract entered into by Steery with suppliers of goods or service.
9. Copyright and Title
9.1 The copyright, design right and all other intellectual property rights in the Goods, all artwork, copy, promotion and publicity materials, web integration code, databases and all other work created or commissioned by Steery will vest in Steery and the Customer will promptly assign such rights to Steery if called upon to do so. The Customer may use such Goods or other material only directly for the purposes authorised by Steery. The Customer may not create or have created copies of the Goods or other materials without Steeryʼs express prior written consent.
9.2 Such property other than copyright as shall subsist in the promotional and other material supplied by Steery to the Customer, shall remain the property of Steery and the Customer shall hold such material as bailee until Steery has been paid in full for any such material, and Steery shall have the right without prejudice to the obligation of the Customer to pay for such material and for that purpose to go upon any premises occupied by the Customer or any third party.