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Terms and Conditions

1. Definitions and Interpretation

In these Conditions the following words have the following meanings:

Company” means Basinger Business Continuity and Loss Consultants ******* United Kingdom.”

Contract” means any contract between the Company and the Customer for the provision of Services, incorporating these Conditions;

Customer” means the person(s), firm or company who purchases the Services from the Company; and

Services” means any business continuity services agreed in the Contract to be supplied to the Customer by the Company (including any part or parts of them).

2 Basis of Contract

2.1 Subject to any variation under Condition 2.3 the Contract will be subject to these Conditions to the exclusion of all other terms and conditions.

2.2 Each order for Services by the Customer from the Company shall be deemed to be an offer by the Customer to purchase Services subject to these Conditions.

2.3 Any variation to these Conditions and any representations about the Services shall have no effect unless expressly agreed in writing and executed by John Basinger.

2.4 No order placed by the Customer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Services are provided to the Customer. Any order shall be accepted entirely at the discretion of the Company.

2.5 Any quotation or estimate made by the Company is given subject to these Conditions. Without prejudice to the Company’s right not to accept an order, quotations will be valid for [30 days] from date of issue.

2.6 The Customer can only cancel an order (or any part of an order) which the Company has already accepted, with the Company’s prior agreement in writing and provided that the Customer indemnifies the Company in full in terms established by the Company.

2.7  The description of the Services shall be set out in the Company’s letter of engagement.

2.8 The Customer shall supply the Company with such information as the Company may reasonably require to enable the Company to fulfil its obligations under this Contract and shall provide reasonable access to such premises, facilities and persons as the Company may reasonably require to provide the Services in accordance with the provisions of this Contract.

3 Performance and Acceptance of Services

3.1 Unless otherwise indicated by the Company performance of the Services shall take place at places the Company nominates from time to time, which may include the Customer’s place of business in normal business hours.

3.2 If for any reason the Customer does not accept the presentation of the Company’s report on the date arranged for the presentation or if the Company is unable to prepare or present its report at all or on time because the Customer has not provided appropriate instructions or information, then the presentation of the Company’s report and the Services will be deemed to have been performed.

3.3 The Customer will be deemed to have accepted the Services as being in accordance with the Contract unless the Customer notifies the Company in writing within 7 days of the date of presentation of the Company’s report to the Customer failing which the Customer shall be bound to pay the price as if the Services had been delivered in accordance with the Contract

3.4 In performing the Services the Company will not provide or be deemed to have provided any recommendations or suggestions as to particular insurance providers or policies.

3.5 The Services are provided on the strict basis that the Customer and not the Company shall implement the provisions contained in the Company’s report to the Customer. The Company shall not be responsible or liable for the implementation of any provisions of the Company’s report.

4 Price and Payment

4.1 Unless otherwise agreed by the Company in writing the price for the Services shall be the price set out in the Company’s quotation.

4.2 Unless otherwise agreed in writing the price for the Services shall be exclusive of any value added tax and all costs or charges (with the exception of travel expenses) all of which the Customer will pay, where appropriate, in addition when it is due to pay for the Services.

4.3 The Company shall have the right to raise an invoice at any time after performance of the Services. Payment of the price for the Services is due within 7 days of the date of invoice. Time for payment shall be of the essence. No payment shall be deemed received until the Company has received cleared funds.

4.4 The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.

4.5 If any sum due from the Customer to the Company under the Contract or any other contract is not paid on or before the due date for payment then all sums then owing by the Customer to the Company shall become due and payable immediately and the Company shall be entitled to charge the Customer interest calculated on a daily basis on all overdue amounts (both before and after judgment) until actual payment at the rate of eight per cent (8%) per annum above the official dealing rate prevailing from time to time until payment is made in full, reasonable debt recovery costs and the cost of obtaining judgment or payment to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.

5 Warranty of Quality of Services

5.1 If the Customer establishes to the Company’s reasonable satisfaction that Services have not been provided with reasonable skill and care or there is some other failure by the Company in relation to the conformity of the Services with the Contract, then provided the Customer has provided written notification of such alleged defect within 14 days of the date agreed for the presentation of the Company’s report to the Customer the Company shall at its option, at its sole discretion and within a reasonable time re-perform such Services or issue a credit note to the Customer in respect of the whole or part of the Contract price of such Services provided that the liability of the Company under this Condition 5 shall in no event exceed the price of the Services and performance one of the above options shall constitute an entire discharge of the Company’s liability under this warranty.

5.2 The Company shall be under no liability under the warranty at Condition 5.1 above:

(a) in respect of any loss or damage arising from the negligence of the Customer, or the failure of the Customer to follow the Company’s instructions (whether oral or in writing), or to comply with these terms and conditions;

(b) if the total price for the Services has not been paid by the due date for payment;

(c) for any Services performed in accordance with any specification, instruction or recommendation made to the Company by the Customer;

(d) in respect of any type of, damage or loss specifically excluded by the Company by notice in writing.

5.3 The warranties set out in this Contract are the only warranties which shall be given by the Company and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

6 Exclusion and Limitation of Liability

6.1 Nothing in these Conditions shall exclude or limit the Company’s liability for death or personal injury caused by the Company’s negligence or for fraudulent misrepresentation.

6.2 The Company shall not be liable for any economic loss of whatever nature (whether or not such loss or damage was foreseen, direct, foreseeable, known or otherwise), including loss of anticipated profits, loss of actual profits (direct or indirect), loss of anticipated savings, loss of business, or for any indirect, special or consequential loss or damage howsoever caused or any liability arising to any third party.

6.3 The Company shall not be liable for any economic loss of whatever nature (whether or not such loss or damage was foreseen, direct, foreseeable, known or otherwise), including loss of anticipated profits, loss of actual profits (direct or indirect), loss of anticipated savings, loss of business, or for any indirect, special or consequential loss or damage howsoever caused by any third party (whether or not the third party was recommended by the Company).

6.4 The total aggregate liability of the Company in connection with this Contract whether for negligence or breach of contract or otherwise shall in no event exceed £500,000.

7 Indemnity

The Customer shall indemnify the Company and keep the Company fully indemnified against all costs, claims, actions, expenses, proceedings, losses or liabilities (including without limitation, economic loss and loss of profit (direct and indirect), indirect loss or consequential loss)) made against or incurred or suffered by the Company resulting directly or indirectly from the Company’s performance of the Services in accordance with this Contract or Customer’s failure to comply with this Contract.

8 Force Majeure

The Company reserves the right to suspend or cancel the Contract in whole or in part (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business and its obligations under the Contract due to any circumstances beyond the reasonable control of the Company including, without limitation, acts of God, flood, lightning, war, revolution, act of terrorism, riot or civil commotion, strikes, lock outs or other industrial action (whether of the affected party’s own employees or others), failure of supplies of power, fuel, transport, equipment, raw materials or other Services or services provided that, if the event of force majeure continues for a continuous period in excess of 3 months, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.

9 Breach of Contract or Insolvency

9.1 The Company may immediately suspend performance of the Contract, cancel any outstanding performance of the Services, or by notice in writing to the Customer terminate the Contract without liability to the Company if:

(a) the Customer commits a material breach of any of its obligations under the Contract which is incapable of remedy or fails to remedy a breach of its obligations under the Contract which is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been requested in writing by the Company to remedy or desist from such breach within a period of 14 days; or

(b) the Customer enters into bankruptcy, individual voluntary arrangement, liquidation, receivership, administration or into a corporate voluntary arrangement as defined by the Insolvency Act 1986; or

(c) any sum payable under the Contract is not paid within [seven] days of its due date for payment in accordance with this Contract.

9.2 Notwithstanding any such termination or suspension in accordance with Condition 9.1 the Customer shall pay the Company for all Services performed up to and including the date of suspension or termination.

9.3 Termination of the Contract for any reason shall be without prejudice to the rights and remedies of either party which may have accrued up to termination.

10 General

10.1 Any intellectual property rights (including without limitation any registered or unregistered copyright, trademarks, patents, design rights, database rights and internet domain names subsisting anywhere in the world) created by the Company in the course of the performance of the Contract or otherwise in the performance of the Services shall remain the Company’s property. Nothing in the Contract shall be deemed to have given the Customer a licence or any other right to use any of the intellectual property rights of the Company.

10.2 The waiver by either party of any breach of the Contract shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.

10.3 If any condition is held to be invalid for any reason, such invalidity will not affect the rest of the Contract which will remain valid and enforceable in all respects.

10.4 The Contract sets out the entire agreement and understanding between the Customer and the Company in connection with the performance of the Services and shall supersede and replace all documentation previously issued by the Company purporting to set out its terms and conditions of sale of the Services.

10.5 No third party shall have the benefit of or the right to enforce these Conditions under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

10.6 The Company has been notified in accordance with the requirements of the Data Protection Act 1998. All personal information obtained from the Customer and held by the Company shall not be used by the Company for any purpose other than the performance of the Company’s obligations under this Contract. The Company reserves the right to transfer personal data to other organisations including our group companies (providing they comply with our instructions regarding that data) which may be within the UK or within the EU.

11 Law and Jurisdiction

This Contract shall be governed by and be construed in all respects in accordance with English law and all disputes or claims arising out of or relating to this Contract shall be subject to the exclusive jurisdiction of the English courts to which the parties irrevocably submit.