| 1. DEFINITIONS
For the purpose of these terms and conditions "Shield" and ?Shieldyourself? means Shield Consultancy Services UK Limited, 10, Kilburn House, Lloyd Lloyd Street North , Manchester Science Park, Manchester , M15 6SE and "the Customer" means the Customer named overleaf.
2. ENTIRE AGREEMENT
2.1 This Agreement together with the agreed proposal and specification constitutes the entire agreement between the Customer and Shield.
2.2 The Customer shall not be entitled to rely on or to seek to rely on any statement, warranty or representation made by or on behalf of Shield to the extent that such representation is inconsistent with these Conditions nor any advice or recommendation given by or on behalf of Shield as to the supply of the Services unless confirmed in writing by Shield.
2.3 These terms and Conditions (and such other terms and conditions as Shield may stipulate or agree in writing) shall prevail over any inconsistent terms which may appear on the Customer's enquiry, order or other documents received by Shield form the Customer or which may be implied by law or trade custom, practice or a course of dealing between that parties, all of which are hereby expressly excluded. All orders are accepted and executed on the understanding that the Customer is bound by these Conditions.
2.4 This Agreement shall be construed in accordance with English law and the Courts of England and Wales shall be the only courts of competent jurisdiction.
3. CUSTOMER SPECIFICATIONS
The Company shall not be liable for any imperfect work or problems caused by any inaccuracies of any specification or materials supplied by Shield or by any failure by the customer to make any particular specification.
4. GENERAL OBLIGATIONS
4.1 Shield shall carry out the services or work as specified. The Customer shall:
a. Provide access for Shield's representatives to carry out its services at any reasonable time or as specified.
b. Provide all facilities at the premises that Shield may reasonable require to carry out the services
c. Permit Shield to make a charge at the normal hourly rate for any wasted journeys due to the failure to observe an appointment, delays in carrying out the work or cancellations as a result of the Customers failure to allow access, or provide proper instruction
4.2 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement.
5. PAYMENTS
5.1 If any payment to be paid by the Customer to Shield under this Agreement is unpaid for a period of 30 days after it has become due Shield may at any time thereafter give to the Customer 7 days written notice to terminate this Agreement and unless such overdue sum has been paid before the expiration of such notice Shield shall, without need for the giving of further notice, have the absolute right at any time thereafter to cease to provide Services where upon this Agreement shall terminate absolutely and Shield's obligations hereunder shall cease but without prejudice to the liabilities of Shield.
5.2 Without prejudice to any other rights it may have, Shield is entitled (both before and after judgment) to charge interest at a rate equal to the higher of the interest rate payable on court judgments or four percent (4%) above the base rate from time to time of the HSBC Bank plc on overdue payments on the price of the Services.
6. NOTICES
6.1 Any notice to be given to the Customer under this Agreement shall be in writing and shall be sent by hand or by first class mail to the address appearing at the head of this Agreement (or such address as shall be notified in writing for the purpose of this Clause.)
Any notice to be given to Shield under this Agreement shall be in writing and shall be sent by hand or by first class mail to 10 Kilburn House, Manchester Science park, Lloyd St North, Manchester M15 6SE.
6.2 Any notice given by mail, shall be deemed to have been given on the second day (excluding Saturdays, Sundays and statutory holidays) after dispatch.
7. VARIATIONS
7.1 No variation, extension, exclusion or cancellation of this Agreement shall be binding (unless terminated in accordance with these terms) unless it is confirmed in writing by a Director of Shield.
7.2 No variation, extension, exclusion or cancellation of this Agreement shall be binding (unless terminated in accordance with these terms) unless it is confirmed in writing by an authorised officer of Shield.
8. SEVERANCE
If any term or provision in this Agreement is or shall become in whole or in part illegal, invalid or unenforceable, the legality, validity and enforceability of the remainder of the Agreement shall not be affected or impaired thereby.
9. SET OFF
The Customer shall not be entitled to withhold payment of monies due under this Agreement by reason of any claim or counterclaim it may have or alleges to have against Shield or otherwise which is not related to the Services.
10. HEALTH AND SAFETY
The Customer will take all reasonable steps to ensure that advice and instructions given by Shield to protect the health and safety of persons using the premises during and after the provision of the Services are followed.
11. ASSIGNMENT
The Customer may not assign this Agreement without the prior written consent of Shield.
12. LIABILITY
12.1 Nothing in this Agreement affects the statutory rights of a consumer. Subject thereto all representations, warranties, guarantees and conditions express or implied, statutory or otherwise are expressly excluded and Shield does not accept liability for loss, damage, or injury howsoever arising save as specified in this clause below:
12.2 Personal injury or death which is a direct result of Shield's negligence in the course of carrying out the Services; and physical damage to the property which is the direct result of Shield's negligence in carrying out the Services up to a limit of £25,000 for any one occurrence or series of occurrences arising out of one event; and
12.3 The Customer shall not be entitled to make any claim against Shield or its employees unless it gives Shield written notice of the event giving rise to such a claim, containing sufficient information for it to be identified and investigated by Shield within 28 days of the date on which the Customer becomes or ought reasonably to have become aware of the occurrence of such event.
12.4 Shield shall in no circumstances have any liability for any loss of profit, use or business interruption or other indirect, economic or consequential loss or damage.
13. TERMINATION
13.1 Shield shall have the right, without prejudice to any other right or action, to terminate this agreement forthwith;
a. If the Customer fails to observe and perform any of the terms of this agreement; or
b. If the Customer is adjudged bankrupt or if the Customer shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the Customer shall be unable to pay its debts within the meaning Section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Customers or if a petition is presented for a bankruptcy order or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Customer or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction); or
c. In the circumstances set out in Clause 5; or
d. If credit references relating to the Customer are obtained which are unsatisfactory to Shield.
13.2 If the Customer purports to terminate this Agreement before expiry of the minimum term or other than by giving the required period of notice as shown overleaf or if Shield terminates this Agreement in the circumstances set out in Clause 5, then the Customer shall pay to Shield upon receipt of invoice by way of liquidated and agreed damages a sum equal to the fees due at the applicable price per quarter for either;
a. The balance of the minimum term; or if it is less than the require period of notice.
b. The period from the date of the said notice pf termination until expiry of the required period of notice.
14. FORCE MAJEURE
If Shield is prevented or delayed in the performance of any of its obligations under this Agreement by circumstances beyond its reasonable control, then Shield shall be excused the performance or the punctual performance of the services as the case may be for so long as such cause of prevention or delay shall continue.
15. OBLIGATIONS RELATING TO RENTED EQUIPMENT
The following condition does not apply to maintenance - only agreements for Customers - owned equipment. Any reference in this condition and in Conditions 15.3 (Removal of the Rented Equipment) shall mean equipment rented by Shield to the customer.
15.1 Shield's Obligations
As part of its Services, Shield will conduct any repairs necessary to keep the equipment in good working order provided that:
The Customer is not in default of any of its obligations under these Terms and Conditions; and such repairs are not necessitated as a result of willlful damage, negligence, mishandling, tampering or any unauthorised repairs by or on the part of the Customer, its employees, licensees or agents.
15.2 The Customer's Obligations
The customer:
a. Shall not sell, part possession or, pledge or otherwise dispose of any Equipment owed by Shield. The customer will have no interest in the Equipment supplies as a part of these Services and shall take no action inconsistent with Shield's ownership of the Equipment.
b. Shall insure against injury (including death) to any persons or for loss of or damage to property as a result of the Customer's default or negligence.
c. Shall immediately notify claiming possession of the Equipment that belongs to Shield.
d. Shall comply with all statutory and safety requirements relating to the use of the equipment.
e. Shall notify Shield immediately of nay damage, destruction or loss to or of any Equipment.
f. Shall not ant any time permit any Equipment to be removed, cleaned or repaired or maintained other than by Shield or its authorised representatives.
15.3 Removal of Rented Equipment
The Customer will allow any person authorised by Shield to enter any premises owned or occupied by the Customer at all reasonable times to inspected the Equipment. If in the event of termination of this Agreement Shield is not allowed or able to repossess its property, it will be entitled to charge the Customer with the full replacement cost of the Equipment which has not been recovered, such charges payable immediately. Shield will exercise all reasonable care in removing the equipment from the Customer's premises but will not be responsible for restoring walls and services of those premises to their original state.
15.4 Damage to Rented Equipment
The customer is responsible for any damage to the Equipment (other than that which is a direct result of Shield's negligence) whilst it is on the Customer's premises. Shield will be entitled to charge the Customer with the full repair or replacement cost of any damaged Equipment, such charges being payable immediately.
16. OWNERSHIP AND RISK IN GOODS SOLD
16.1 Risk of damage to loss of any equipment supplied shall pass to the Customer at the time of delivery.
16.2 Notwithstanding delivery and the assign of risk in any Equipment supplied, or any other provision of these Conditions, the property in the Equipment shall not pass to the Customer until Shield has received cash or cleared funds payments in full of the price of the equipment and all other Equipment or services agreed to be sold by Shield to the customer for which payment is due.
16.3 Until such time as the property in the Equipment passes to the Customer, the Customer shall hold the Equipment as Shield's fiduciary agent and bailee and shall keep the Equipment separate from that of the customer and third parties and properly stored, protected and insured and identified as Shield's property but the Customer shall be entitled to use the Equipment in the ordinary course of it's business.
16.4 Until such time as the property in the Equipment passes to the Customer, and provided the Equipment is still in existence, Shield shall be entitled at any time to require, the Customer to deliver up the Equipment to Shield and if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Equipment is stored and dismantle and repossess the Equipment.
16.5 Shield will exercise all reasonable care in removing its property form any premises but will not be responsible for restoring walls and services of those premises to their original state.
17. OUTSOURCING
Shield shall be entitled to sub-contract the performance of the whole or any part of this agreement to any third parties without the prior consent of the Customer. Shield shall not be responsible for the acts, omissions or negligence of any such third parties.
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