‘The Company’

means Vixus Property Advisory Ltd.

‘The Purchaser’

includes the person, firm, corporation, or other legal entity accepting the Company’s written quotation for the supply of Products or Services.

Invoice’

means the document sent by the Company to the Purchaser, demanding payment for the Goods and/or the Services and containing, recording and evidencing contractual terms relating to the Agreement.

‘The Goods’

means goods supplied by the Company to the Purchaser as specified on the Invoice.

‘Services’

means the services to be performed by the Company as detailed in their written quotation.

‘Price’

means the charge for the Goods and/or Services.

‘Agreement’

means a contract for the supply by the Company to the Purchaser of the Goods and/or Services incorporating these terms and conditions.

2.1

The Company shall supply, and the Purchaser shall purchase, the Goods and/or the Services as principals only, to the intent and with the effect that no other party shall have any rights or obligations or be entitled to sue or liable to be sued, under the Agreement. 

2.2

The Goods and Services are supplied subject to the terms and conditions of this Agreement to the exclusion of any other terms or conditions of the Purchaser and variations or amendments must be confirmed by a Director of the Company in writing.

2.3

The supply of Services will start on the agreed date.

3.1

Delivery or start dates are approximate. Whilst every effort will be made to meet such dates, the Company will not accept responsibility or liability if any delivery or start dates are not met.

3.2

The Company will, without prejudice to any rights it may otherwise have in respect of goods not despatched or services not started, have the right to despatch any portion of the goods ordered or commence the delivery of the services and shall be entitled to invoice the Purchaser separately for each such despatch instalment or service provision period.

3.3

If delivery of goods or start of services is to be a mutually agreed written schedule, each instalment shall be deemed to be a separate sale. The default of the Company in respect of any one or more instalments shall not entitle the Purchaser to repudiate the contract about all other instalments.

4.1

Risk of goods, at full retail value, passes on delivery whether the goods are purchased, leased or rented.

4.2

Title to Goods or information provided through our Services passes to the Purchaser when full payment is made, and the Company shall be entitled at any time before title passes (without any liability):

(i) to terminate Purchaser’s right to use, sell or otherwise deal in the Goods or Services information;

(ii) to enter the premises of the Purchaser and repossess the Goods or Services information to use or sell the Goods or reclaim such information.

5.1

Unless the Purchaser shall, promptly after delivery, inspect the Goods or Services and notify the Company, in writing, of any defects found, the Goods and Services shall be deemed to have been accepted on delivery or completion and issue of documents and data.

6.1

Services are provided in accordance with the provisions contained in the Company quotation and the Invoice.

6.2

The Company will use reasonable endeavours to meet relevant response times.

6.3

The Purchaser agrees that the Company shall not be liable for any direct, indirect or consequential losses occurring as a result of the Company’s failure to meet relevant response times except as set out in Clause 11.

6.4

The Purchaser may purchase extended service coverage in accordance with the then current Company policy and specific Purchaser proposal.

6.5

Any staff representing the Company in any capacity will not be employed by the Purchaser in any capacity during the period of the contract or for a period of two years thereafter unless by agreement.

7.1

The Company shall be under no obligation to supply the Services where, in the Company’s opinion, these are needed because of improper or inadequate installation, use or maintenance; actions or modifications outside the agreed parameters by unauthorised third parties or the Purchaser; or accidental or wilful damage.

7.2

The Services do not include the use, correction or avoidance of software or hardware defects or errors or the loading or re-loading of the Purchasers applications software or data.

8.1

The Purchaser shall provide the Company with all reasonable facilities and information to enable the Company to perform its duties in relation to any Services provided.

8.2

The Purchaser shall be responsible for complying with all Purchaser applicable regulatory requirements.

9.1

Payment shall be made within 14 days of the date of each Invoice

9.2

The price of the Goods and/or Services shall be the Company’s quoted price.

9.3

All Prices for the sale of Goods and/ or Services exclude the Company’s charges for expenses incurred unless otherwise stated in the proposal.

9.4

The Price and any additional charges payable under the Agreement are exclusive of all sales taxes including Value Added Tax.

9.5

The Company reserves the right to charge interest on sums overdue.

9.6

The Purchaser will not be entitled by reason of any claim against the Company to withhold payment for Goods and/or Services, or to claim any right of set-off against any payment due to the Company under this or any other contract.

9.7

Unless otherwise agreed in writing all payments are to be received in our bank account at the agreed amount in pound sterling and free of any additional banking charges or currency exchange rate fluctuations.

10.1

No representation or warranty is given to the suitability or fitness of the Goods and/or Services for any purpose and this warranty is given in place of all warranties, conditions, trade, usage, course of dealing or otherwise, all of which are excluded fully permitted by law.

11.1

The Company provides its services and advice in good faith based on the information available at the time of consultation. The Company does not warrant the accuracy or completeness of any advice given. The Purchaser acknowledges and agrees that the Company shall not be liable to indemnify the Purchaser for any loss, damage, cost or expense arising directly or indirectly from or connected with any advice, recommendations or guidance provided by the Company, whether caused by negligence of the Company, its employees or agents, or otherwise.

11.2

The Purchaser shall indemnify the Company and keep the Company fully and effectively indemnified against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of the Purchaser, its employees, agents or sub-contractors, or by any breach of its contractual obligations. 

11.3

The Purchaser agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses (including legal fees) arising out of or in connection with any third-party claims related to or resulting from the services provided under this Agreement.

11.4

Except of injury to or death of any person, for which no limit applies, the respective liability of the Company and the Purchaser under sub clauses 11.1 and 11.2 in respect of each event or series of connected events shall not exceed the Price.

11.5

Notwithstanding anything else contained in the Agreement, the Company shall not be liable to the Purchaser for loss of profits or contracts or other indirect or consequential loss whether arising from negligence, breach of contract or howsoever.

11.6

The indemnification obligations in all sub-clauses of this clause 11 shall survive the termination or expiration of this Agreement.

12.1

Neither party shall be liable for any delay in performance caused by circumstances beyond its reasonable control and the party in delay shall be entitled to a reasonable extension of time for performance.

13.1

Each party will indemnify the other against all costs, claims, demands, expenses and liabilities arising out of or in connection with any claim that the normal use or possession of the Goods, or goods supplied by the Purchaser for integration purposes (whether used separately or in combination) infringes the intellectual property rights (including any patent, copyright, registered design, design right or trade mark) of any third party.

13.2

All methodologies, processes or documents provided by the Company to the Purchaser to deliver the services shall remain the intellectual property of the Company.

14.1

Each party shall treat as it does its own trade secret information, all information obtained from the other pursuant to the Agreement which is marked “confidential” or is considered the intellectual property of the other party as defined under section 13, the equivalent or has the necessary quality of confidence about it.

14.2

The Company shall have the right to make public the fact that the Purchaser is utilising the goods or services of the Company.

15.1

The Agreement may be terminated forthwith by written notice from either party if;

(i) the other commits any material breach of any of the terms of the Agreement and, if capable of remedy, shall have failed within 30 days after the

receipt of a request in writing from the other party so to do, to remedy the breach (such notice to detail the breach and to contain a warning of such

party’s intention to terminate); or

(ii) the other becomes insolvent or bankrupt or is otherwise unable to pay its debts as they fall due.

15.2

The Agreement may be terminated forthwith by written notice from the Company if the Purchaser fails to pay any sum due and such sum remains unpaid for 14 days after written notice from the Company that such sum has not been paid.

16.1

The Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof.

16.2

The Purchaser warrants to the Company that it has not been induced to enter into the Agreement by any prior oral representation (whether innocently or negligently made) except as specifically contained in the Agreement.

17.1

The statutory rights of a Purchaser dealing with the Company as a consumer as defined in the Unfair Contract Terms Act 1977 remain unaffected.

18.1

The Company may sub-contract all or any of its obligations under the Agreement to a competent third party. Except for this, neither party shall assign or otherwise transfer any of its rights or obligations.

19.1

All notices must be in writing and sent to the address of the recipient set out in the Agreement or the recipient’s registered office or such other address as the recipient may designate.

19.2

Any such notice may be delivered personally or by recorded prepaid post or email and shall be deemed to have been served if by hand when delivered, if by signed receipt of recorded prepaid post, by acknowledgement of receipt of email.

20.1

If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Agreement and the remainder of the provisions in question shall not be affected.

21.1

The Agreement shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English and Welsh Courts.

21.2

The terms and conditions set forth in this agreement shall be deemed accepted and binding upon the Purchaser upon commencement of the services provided by the Company, regardless of whether this agreement has been formally signed by the Purchaser. The Purchaser’s instruction for the Company to proceed with the provision of its services shall constitute acceptance of these terms and conditions.