Application and entire agreement
- These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Hungarian British Business Alliance (we or us or Service Provider) to the person buying the services (you or Customer).
- You are deemed to have accepted these Terms and Conditions when you receive our quotation or from the date of any performance of the Services (whichever happens earlier), and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
- A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
- The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
- Words imparting the singular number shall include the plural and vice-versa.
- We warrant that we will use reasonable care and skill in performing the Services, which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
- We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in performing our obligations.
- All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
- You must obtain any permissions, consents, licences or otherwise that we need and must give us access to all relevant information, materials, properties and any other matters we need to provide the Services.
- If you do not comply with clause 10, we can terminate the Services.
- We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
Fees and Deposit
- The fees (Fees) for the Services are set out in the quotation on a time and materials basis.
- In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
- You must pay us for any additional services that are not specified in the quotation by our then current, applicable hourly rate in effect at the time of performance or such other speed as may be agreed between us. The provisions of clause 14. also apply to these additional services.
- The Fees include any applicable VAT and other taxes or levies imposed or charged by any competent authority.
- You must pay a deposit (“Deposit”) as detailed in the quotation at the time of accepting the quote.
- If you do not pay the Deposit to us according to the clause above, we can either withhold the provision of the Services until the Deposit is received or terminate under the clause below (Termination).
- The Deposit is only refundable if we fail to provide the Services and are at fault for such failure (where the loss is not our fault, no refund will be made).
Cancellation and amendment
- We can withdraw, cancel or amend a quotation if you have not accepted it or if the Services have not started, within five days from the date of the source, (unless the quote has been withdrawn).
- Either we or you can cancel an order for any reason before you accept (or reject) the quotation.
- If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavors to make any required changes, and additional costs will be included in the Fees and invoiced to you.
- If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavors to keep any such changes to a minimum.
- We will invoice you for payment of the Fees either:
- when we have completed the Services; or
- on the invoice dates set out in the quotation.
- You must pay the Fees due within five days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
- Time for payment shall be of the essence of the Contract.
- Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 5% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
- All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law, and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
- If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services ordered by, or otherwise arranged with, you.
- Payment receipts will be issued by us only at your request.
- All payments must be made in British Pounds unless otherwise agreed in writing between us.
Sub-Contracting and assignment
- We can assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions. We can subcontract or delegate in any way any or all of our obligations to any third party.
- without our prior written consent, you must not assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
- We can terminate the provision of the Services immediately if you:
a. commit a material breach of your obligations under these Terms and Conditions; or
b. fail to make pay any amount due under the Contract on the due date for payment; or
- are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
- enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or layout is made with its creditors; or
- convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, a notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
Liability and Indemnity
- Our liability under these Terms and Conditions, in breach of statutory duty and tort or misrepresentation or otherwise, shall be limited as set out in this section.
- The total amount of our liability is limited to the total Fees you pay under the Contract.
- We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
- any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
- any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
- any losses caused directly or indirectly by any failure or the breach of your obligations; or
- any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
- You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damages to any equipment (including that belonging to third parties) caused by you or your agents or employees.
- Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, for any fraudulent misrepresentation, or other matters for which it would be unlawful to exclude or limit liability.
- When supplying the Services to the Customer, the Service Provider may gain access to and acquire the ability to transfer, store or process personal data of employees of the Customer.
- The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller, and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and re-enacted from time to time.
- To avoid doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
- The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer and shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or any third party’s purposes.
- The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and regulations.
- The Service Provider shall implement and maintain technical and organisational security measures required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
- Further information about the Service Provider’s approach to data protection is specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can email: firstname.lastname@example.org
Circumstances beyond a party’s control
- Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause beyond that party’s reasonable control. Such causes include but are not limited to industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event beyond the control of the party in question. If the delay continues for 90 days, we may terminate or cancel the Services to be carried out under these Terms and Conditions.
- All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving information (or a duly authorised officer of that party).
- Notices shall be deemed to have been duly given:
- when delivered, if delivered by courier or other messenger (including registered mail) during the regular business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by ordinary national mail; or
d. on the tenth business day following mailing, if mailed by airmail.
- All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
- No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right or remedy.
- If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
- This Agreement shall be governed by and interpreted according to the law of England and Wales. All disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.