Zero One Engineering Ltd
Terms And Conditions
Version 1.3, December 2022
Application and entire agreement
- These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Zero One Engineering Ltd a company registered in England and Wales under number 09820150 whose registered office is at Manor House, 143 High Street, Honiton, England, EX14 1LJ (we or us) to the person buying the services (you or Customer).
- We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 30 days from the date of the quotation, (unless the quotation has been withdrawn).
- Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
- You are deemed to have accepted these Terms and Conditions when you accept 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 relating to the Services.
- You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Terms and Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- The Contract does not apply to the licensing of software or any other intellectual property. The terms of any licence of intellectual property between us and you are as set out in our applicable software licence agreement for the product in question.
- 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 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 the performance of our obligations.
- We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation. We make no other Warranty either express or implied.
- The scope, nature and requirement of our works shall be strictly limited to that detailed in the Services. All works not included within the foregoing shall be regarded as additional and we reserve the right to charge for these additional works. Charges shall be recoverable on a time charge basis levied at our hourly rate. The current hourly rate can be supplied by us upon request.
- If, due to circumstances beyond our control or to comply with any applicable law or safety requirement, 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 endeavours to keep any such changes to a minimum.
- Use of the project documents by the Customer shall be limited to the particular purpose for which the documents were originally intended and not for any other purpose.
- The Customer guarantees that it has the right to have the Services performed, including that any licences and approvals have been obtained.
- If the performance of the Services or any part of them requires that we have access to and/or sufficient space within the Customer’s premises or any other location, access to which is controlled by the Customer, the Customer shall ensure that we have the access to and/or space within the same as we reasonably require. Failure to provide the access and/or space we require may mean that we cannot provide the services and need to terminate this agreement.
- You must give us access to any and all relevant equipment, information, materials, properties and any other matters which we need to provide the Services.
- If you do not comply with clause 17, we can suspend our provision of the Services or terminate this agreement.
- 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).
- The fees (Fees) for the Services are set out in the quotation and are 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.
- The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
- We will invoice you for payment of the Fees together with applicable VAT either:
when we have completed the Services; or
b. on the invoice dates set out in the quotation.
- You must pay the Fees of our invoice on or before the due date specified on the invoice.
- 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 4% 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 the Contract 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 which have been ordered by, or otherwise arranged with, you.
- Receipts for payment will be issued by us only at your request.
- All payments must be made in British Pounds unless otherwise specified on the invoice.
Sub-Contracting and assignment
- We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and can subcontract or delegate in any manner any or all of our obligations to any third party.
- You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
- Either party can terminate the Contract immediately if the other party :
commits a material breach of its obligations under the Contract; or
b. fails to pay any amount due under the Contract on the due date for payment; or
c. is or becomes or, in the other’s reasonable opinion, is about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e. convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of it, notice of intention to appoint an administrator is given by it or any of its 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 its winding up or for the granting of an administration order in respect of it, or any proceedings are commenced relating to its insolvency or possible insolvency.
- We may terminate the Contract on giving not less than 10 business days notice to the Customer if we are unable to perform the Services as a result of a lack of our staff with sufficient skills or if it becomes evident in our reasonable opinion that our equipment is not sufficient to provide the Services to the required standard. If the Contract is terminated pursuant to this clause 34, we shall provide the Customer with a full refund of sums paid to date. This refund shall be the Customers sole-remedy for termination pursuant to this clause 34.
- Upon the termination of the Agreement for any reason:
- any sum owing by either of us to the other under any of the provisions of the Contract shall become immediately due and payable;
- all clauses of the Contract which, either expressly or by their nature, relate to the period after the expiry or termination of the Contract shall remain in full force and effect;
- termination shall not affect or prejudice any right to damages or other remedy which the terminating party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any party may have in respect of any breach of the Contract which existed at or before the date of termination;
- unless agreed otherwise and except in respect of any accrued rights neither party shall be under any further obligation to the other; and
- each party shall immediately cease to use, either directly or indirectly, any confidential information belonging to the other, and shall immediately return to the other party any documents in its possession or control which belong to the other and/or which contain or record any such confidential information.
- We reserve all copyright and any other intellectual property rights which may subsist in any goods, documentation or any other thing supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
- Each party undertakes that, except as otherwise provided in the Contract or as authorised in writing by the other party, it shall, at all times during the continuance of the Contract and for 5 years after its termination:
- keep confidential all Confidential Information;
- not disclose any Confidential Information to any other party;
- not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Contract;
- not make any copies of, record in any way or part with possession of any Confidential Information; and
- ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of these confidentiality provisions.
- Either party may:
- disclose any Confidential Information to:
- any sub-contractor or supplier of that Party;
- any governmental or other authority or regulatory body; or
- any employee or officer of that party or of any of the aforementioned persons, parties or bodies;
in each case to such extent only as is necessary for the purposes contemplated by the Contract, or as required by law.
- use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party.
- These provisions of the Contract relating Confidential Information shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.
- Confidential Information means in relation to either party, information which is disclosed to that party by the other party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).
Liability and indemnity
- Our liability under the Contract, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
- Save as otherwise provided, the total amount of our liability is limited to the total amount of Fees payable by you 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 the Contract 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
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. 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 death or personal injury and any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
- Nothing in the Contract shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
- When supplying the Services to the Customer, we may gain access to and/or 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 we shall be the ‘data processor’ as defined in the retained EU law version of the General Data Protection Regulation (UK GDPR) as may be amended, extended and/or re-enacted from time to time.
- For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the UK GDPR.
- We shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in the Contract or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
- We 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 the Contract or to the extent required by applicable legislation and/or regulations.
- We shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by us on behalf of the Customer.
- 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 that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, pandemic, epidemic or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under the Contract.
- All notices under the Contract must be in writing and signed by, or on behalf of, the party giving notice (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 normal 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 national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
- All notices under the Contract must be addressed to the most recent address or email address notified to the other party.
- If one or more of the provisions the Contract is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of the Contract (which will remain valid and enforceable).
Third Party Rights
- No part of the Contract shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
Law and jurisdiction
- This Agreement shall be governed by and interpreted according to the law of England and Wales and 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.