www.Giboki.com website terms and conditions
1.1 THESE TERMS AND CONDITION (“terms’) govern www.giboki.com (Giboki Limited) (“the website”). Please ensure that you understand the terms and conditions. Please cease use of the website if you do not agree with the terms and conditions.
1.2 “User” means any person who visits or uses the Website;
1.3 “User Submission” means any feedback, link, comment, SocialCode or other material of whatever nature that is submitted by a User to appear on the Website.
1.4 “Giboki.com” is a company registered in England with Company Number 08697357, whose principal office is at 1, 19 Grasmere rd, South Norwood, London, SE254RF.
1.5 The Website is owned and managed by the Director of Giboki Limited. All information supplied on the Website is managed by the Giboki Team.
1.6 Giboki Limited can be contacted by writing to 1, 19 Grasmere rd, South Norwood, London, SE254RF, or through our contact page.
2.1 In this document the following words shall have the meaning set out unless the context requires otherwise:
2.2 “Booking Fee” means the non-refundable fee charged by Giboki Limited and payable by the User for every ticket sold. The Booking Fee is set as percentage of the Price of the Ticket and will be made known to the User when the User places an order for the ticket:
2.3 “Event Date” means the date specified by an Event Promoter as being the date on which the Event shall take place;
2.4 “Event listing” means any event which is being promoted by the Event Promoter and which the Event Promoter wishes to be so promoted on the Site; “Event Promoter” means the third party who is either organising or promoting the Event or otherwise responsible for the Event;
2.5 “Event” means and gathering being promoted by the Event Promoter and listed as an Event listing on the Site;
2.7 “Site” means this website www.giboki.com
2.9 “Tickets” means all electronic tickets issued by Giboki Limited which maybe used to gain access to an Event. Unless otherwise specified, all Tickets issued on the Site shall be electronic tickets/ “e-tickets” and shall be delivered by email to the Use;
3.0 “Giboki Limited” same company as the registered site www.giboki.com, a company registered in England and Wales and whose registered address is flat 1, 19 Grasmere rd, South Norwood, London, SE25 4RF: registered company number 08697357, its successors in title, permitted assigns and permitted transferees;
3.1 A “person” includes and person, firm, company, corporation, and association, trust or partnership (whether or not having separate legal personality) or two or more of the forgoing;
3.2 For the avoidance of doubt, any rights reserved by Giboki Limited may be exercised by Giboki Limited in its absolute discretion unless otherwise specified;
3.3 Headings to clauses are inserted for guidance only and shall not affect the meaning or interpretation of any part of the Terms;
3.4 In the Terms, words denoting the singular include the plural and vice versa; words importing the masculine shall include the feminine and neuter and vice versa: and
4 USE OF WEBSITE
4.1 By visiting and using the Website you warrant that you are 18 years old or above and have the right, authority and capacity to enter into and be bound by these Terms and that you agree to be bound by these Terms forthwith.
4.2 In the event that Giboki.com, in its sole discretion, considers that you are making any illegal and/or unauthorised use of the Website, and/or your use of the Website is in breach of these Terms, Giboki.com reserves the right to take any action that it deems necessary, including terminating without notice your use of the Website and, in the case of illegal use, instigating legal proceedings.
4.3 Giboki.com may suspend the Website at any time and for any reason whatsoever, including but not limited to repairs, planned maintenance or upgrades, and shall not be liable to you for any such suspension.
4.4 Giboki.com reserves the right to make any changes to the Website or to discontinue any aspect or feature of the Website without notice to Users.
4.5 These Terms govern the use of the Website by registered and unregistered Users. Such Users may not use the Website or any part thereof in connection with any commercial venture, other than as expressly permitted under these Terms or under other terms agreed in writing by Giboki.com.
4.6 You may link to the Website’s home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to the Website in any website that is not owned by you. The Website must not be framed on any other site, nor may you create a link to any part of the Website other than the home page. Giboki.com reserves the right to withdraw linking permission without notice.
4.7 You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not use manual or automated software, devices, scripts, robots, or other means or processes to access, “scrape”, “crawl”, or “spider” any pages contained in the Website.
5 USER REGISTRATION AND USER SUBMISSION
5.1 In order to sign up to the Website’s newsletter, you will be required to register your email address.
5.2 You can sign up to our newsletter through submitting your email address at any of the ‘JOIN GIBOKI NEWSLETTERS’ BOXES featured throughout the Website or by creating an account via our Sign Up page (“Account”). By providing your email address you agree to receive regular newsletter emails from Giboki.com.
5.3 You can unsubscribe from receiving our newsletter by clicking the ‘Unsubscribe’ link featured within each of our newsletters. Alternatively, registered Users can edit their personal information or manage newsletter subscriptions by updating their information within the user profile of their Account.
5.4 You must not disclose your Account details to any third party. If you know or suspect that anyone other than you knows your Account details, you must promptly notify us through our contact page.
5.5 Giboki.com has the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
5.6 By posting any User Submissions, you represent and warrant (a) you have all right, title, and interest to such User Submission, including but not limited to any consent, authorization, release, clearance or license from any third party (such as, but not limited to, any release related to rights of privacy or publicity) necessary for you to provide, post, upload, input or submit the User Submissions, or (b) such posted content is already in the public domain. You further represent and warrant that posting such content does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property right recognised by any applicable jurisdiction of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity.
5.7 Any User Submission you upload to the Website will be considered non-confidential and non-proprietary, and you grant Giboki.com the right to use, copy, distribute and disclose to third parties any such content for any purpose.
5.8 Giboki.com has the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the Website constitutes a violation of their intellectual property rights, or of their right to privacy.
5.9 We have the right to remove any User Submission at any time and for any reason.
6.0 Regardless of whether you register your details with Giboki.com or not, any User who feels that any User Submission made by another User is objectionable is encouraged to contact Giboki.com at Flat 1, 19 Grasmere rd, South Norwood, London, SE254RF, or through our contact page. Giboki.com will review the relevant message as soon as is practicable and will take such action as it deems necessary, if any.
7 SOCIAL NETWORKING
7.1 The social networking service provided by Giboki Limited on the site shall consist of but shall not be limited to providing registered Users with the opportunity:
7.2 Review and comment on the past, present and upcoming Event.
7.3 View photographs of past Events.
7.4 Share information concerning past, present and future Events including but not limited to photographs, audio and video files.
7.5 The User shall be solely responsible for any information it submits to be posted on the Site and Giboki Limited reserves the right to remove any information posted by Users which, in its absolute discretion, constitutes a breach of the terms.
7.6 Giboki Limited does not claim and proprietary rights whatsoever in any information whatsoever posted on the Site by the User. However the User warrants it possesses all proprietary rights or consents needed to use this information in the manner and further holds harmless and promises to indemnify Giboki Limited against any action howsoever arising in relation to information posted by the User.
7.7 The User also grants Giboki Limited all consents necessary to modify any information posted on the Site in order to ensure that the quality of the Site is maintained including future promotions.
8 GRAPHIC DESIGN
8.1 All artwork needs to be approved with PLACE YOUR ORDER
8.2 Giboki Graphic Design will not be liable for any mistakes or changes needed after the artwork has been approved.
8.3 Please note that all information such as, bank details, delivery address and name are to be submitted correctly for referencing. Any wrong information submitted may cause delay or allocated incorrectly, which may cause delay in getting your order to you.
8.4 Your proof will be water marked. Once full payment is made we will remove the watermark and submit finished product to you.
8.5 Minor colour variations may occur due to different profiles used on computer screens.
8.6 After the 3rd correction of artwork there will be a £5 charge for any changes made. This only stands for any corrections made at fault of the customer.
8.7 There maybe movement up to 1mm when the artwork is trimmed to size.
8.8 All print work is implemented with a delivery charge as mandatory unless granted otherwise by a member of staff.
8.9 Giboki Limited does not accept liability of loss, damaged or undelivered goods once in the possession of an independent courier.
9.0 There maybe additional delivery charges if the customer is not at the delivery location at the time that they requested.
9.1 The customer must state or pick the option if they requested other services other than graphic designing and delivery. By doing the customer may lose out on package deals.
9.2 Minimum order apply
10 LEAFLET DISTRIBUTION AGREEMENT
10.1 “Terms and Conditions” for services provided by Giboki Ltd, for leaflet distributions
10.2 As far as the context permits these terms and conditions are considered to be incorporated into any agreement entered into with Giboki LTD for the provision of leaflet distribution services.
10.4 In the terms and conditions the following definitions apply:
10.5 “Business Day” means a day other than Saturday, Sunday and public holidays; means the date specified in the Order;
10.6 “Commencement Date” means the date specified in the order;
10.7 “Uncontrollable Events” means an event or sequence of events beyond the supplier’s reasonable control preventing or delaying if from performing its obligations under Contract (but not limited to: the actions of third party personnel; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service (or material required for performance of the Contract); an act of nature, fire, flood, lightening, earthquake or other natural disaster; war, riot or civil unrest, strike, lockout or boycott or other industry action.
10.8 “Distribution Completion Notice” means written confirmation via email or text from the Supplier to the customer stating the distribution of the customer’s promotions material is complete
10.9 “Distribution Location” means the geographical locations identified by postcode sectors within the Royal Mail postcode database and GeoPlan requested by the Customer for performance of the Services;
11.0 “Order” means the Customer’s order, set out in the Customer’s order form for the pulley services, in and case identifying the services to be provided by the supplier to the customer;
11.1 “Penetration Rate” means the actual distribution of promotional material achieved as a percentage of the maximum rate of promotional material distribution possible in the selected distribution location.
11.2 “Promotional Material” means unaddressed promotional leaflets, cards or other material (units) weighing no more than 15g each
11.3 “Services” means the hand distribution of promotional material to UK addresses and other ancillary services as set out in the order, to be supplied by the supplier to the customer;
11.4 “Specification” means the specification for the services set out in the order;
11.5 “Collection Location” means the address specified in the Order where the promotional material will be made available to the supplier for collection (if collection services are requested in the order);
11.6 “Terms and conditions” means the standards terms and conditions of business set out in this document;
11.7 Unless the context otherwise requires:
11.7.1 The singular includes the plural and vice versa;
11.7.2 references to the contract includes the conditions, the order and its schedule (if any);
11.7.3 references to persons include individuals, unincorporated bodies, government entities, companies and corporations;
- clause headings do not affect their interpretation;
- general words are not limited by example; and
- references to legislation include and modification or re-enactment thereof.
12 The order and incorporation of the Terms
12.1 An order will be deemed to be an offer to purchase services from the supplier on the Terms of the Contract.
12.2 Orders are not binding until accepted by the supplier in writing.
12.3 Quotations issued by the supplier are valid for 14 business days from issue. They do not constitute an offer to sell or supply. If the customer wishes to purchase services the subject of a quotation, it will need to place an order.
12.4 Marketing and other descriptive matter relating to services are illustrative only, and do not form part of the contract. The customer agrees that, in placing an order, it has not relied on any representation or statement by the supplier not set out in the contract.
12.5 These terms alone will apply to (and will for part of the) the contract for the supply of the services by the supplier to the customer. They supersede and previously issued terms and conditions of supply.
12.6 No terms or conditions endorsed on, delivered with, or contained in the customer’s purchase order, confirmation of order, specification or other document will form part of the contract.
12.7 No variation of the Terms or to an Order, or to a quotation from the supplier will be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the supplier.
13 Price and payment
13.1 The price for the services will be set out in the order. The price:
13.1.1 includes all costs to the supplier in providing the services;
3.1.2 includes value added tax where chargeable.
13.2 The price is payable in full at least one (2) Business Day before the estimated distribution start date, unless otherwise agree in writing in the order acceptance.
13.3 Unless otherwise agreed in writing, if payment of the price is not received by the supplier pursuant to clause 3.2, the supplier will automatically cancel the distribution and a cancellation fee will apply equivalent to cost of services charged in binding contract between supplier and customer.
13.4 Rates for the services recharged based on the level of service required by the customer as set out in the specification or the border.
13.5 The supplier may vary its rates and/or prices for services from time to time. An up to date list of the supplier’s rates are provided upon request.
13.6 Orders accepted by the supplier before a price variation under clause 3.5 will be fulfilled at the original prices quoted (where no changes to the services are requested)
13.7 The supplier will, unless otherwise agree, invoice the customer in advance.
13.8 The supplier will pay all invoices (unless disputed in good faith):
13.8.1 in full, without deduction or set-off other than as requested by law, in cleared funds within 7 days of invoice date but no less than 2 business days before the estimated distribution start date (unless previously agreed in writing);
13.8.2 to the supplier’s nominated bank account specified in the order.
13.9 Where sums due hereunder are not disputed in good faith and are not paid in full by the due date:
13.9.1 The supplier may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of Metro Bank from time to time in force;
13.9.2 interest will accuse on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgement.
14 Time of payment is of the essence.
14.1 Where the supplier, at its sole discretion, grants the customer credit for the payment of the services, the supplier will invoice the customer according to the credit agreement. If the customer fails to make payment by the payment date stated on the invoice the supplier may do one or all of the following, without limiting its other rights:
14.1.1 withdraw all credit facilities extended to the customer and require immediate payment of all outstanding invoices (whether due to payment or not);
14.1.2 charge interest on such sums at 8% a year above the base rate of Metro Bank from time to time in force; and
14.1.3 withdraw any trade or other promotional discount allowed for in the price.
15 Provision of Services
15.1 The supplier will provide the services to the customer in accordance with the contract, in particular the specification.
15.2 Services will begin on the commencement date and be performed for the period set out in the order, until provision is complete or earlier termination of the contract.
16 Service Levels
16.1 Four levels of distribution services are available to the customer
16.1.1 Multi drop – shared distribution
16.1.2 This service is for non priority / time sensitive promotional material only.
16.1.3 distribution will be alongside the supplier’s other customer media
16.1.4 Time for delivery is estimated as 4-6 weeks from the start distribution date however this is subject to significant change and is dependant on other factors such as other customers’ requirements and time of year.
16.1.5 The supplier reserves the right to vary the quantity, method and timescale for promotional material distribution as necessary to carry out the services.
16.1.6 If distribution under this service is not completed within 4 weeks from the estimated completion date within the order then the supplier may, at its sole discretion and without notice, upgrade the selected service to Solus Delivery which may mean less promotional material is delivered however this will be delivered free of any other customer’s promotional material. No additional charge will be made in this circumstance.
16.1.7 The supplier may vary the agreed distribution location, by approximately 1 mile, to accommodate the budget service.
16.1.8 Distribution updates throughout the distribution process may not be given.
17 Solus Plus Distribution
17.1 Distribution will be carried out with only the customer’s promotional material for delivery to customer’s selected distribution locations.
17.1.1 Penetration rates are unlikely to exceed 90%
17.1.2 GPS tracking distribution reports are available as an add-on to this service on written request.
17.1.3 Distribution may be carried out alongside other clients non conflicting promotional material, however media can be posted on its own on written request.
18 Premium distributions
18.1 Distribution will be carried out to the customer’s bespoke distribution locations set out in the agreed specifications.
18.1.1 Penetration rates are likely to be no less than 90%
18.1.2 GPs tracked distribution reports are available as an add-on to this service on written request.
19 GP’s Tracked Distribution Reports
19.1 If the additional service is selected, distribution personnel will be tracked via live GPS throughout the distribution process.
19.1.1 If required, the customer will receive daily updates on progress via email or text and a spreadsheet will be provided within 7 days of distribution completion.
19.1.2 Google Earth are the GPS tracked system used for this service and the supplier is not responsible for any inaccuracies in the GPS data received. By selecting this service the customer accepts that the GPS maps may not be completely up to date and the supplier is unable to accept responsibility for any addresses which are not shown or displayed on the GPS mapping system.
19.1.3 Due to the nature of the services the supplier may need to vary both the method and time of delivery of services therefore whilst the supplier will use reasonable endeavours to meet the distribution dates set out in the order, these are approximate only, and time of performance in not of the essence.
19.1.4 It is impossible for the supplier to guarantee the delivery of the customers promotional material to the address within the customers chosen distribution location due to the factors such as: Service levels, distribution location peculiarities; access restrictions such as locked gates and unsecured goes, human error, and do not leave junk-mail signs, long drive ways, derelict building, houses with multiple occupancies, rural houses or small rural clusters of houses away from the main distribution area. The maximum penetration rate achievable is 90% and, depending on the level of service selected by the customer, penetration rates can be as low as 60%. For maximum possible penetration rates the customer must select the premium delivery services.
19.1.5 If the customer requests a specific quantity of leaflets to be distributed it is agreed and understood that, pursuant to 4.5, the amount of actual delivered promotional material is likely to be less that the amount requested.
19.1.6 A distribution completion notice will be provided to the customer at the end of the distribution of the customers promotional material. If proof of distribution and tracking information is required the the GPS tracked service must be selected in the order form. The supplier is unable to provide GPS tracked service report after distribution completion if this is not selected.
19.1.7 The supplier will not be liable for any delay in or failure in performance of the services including any failure to achieve any distribution dates or other date so far as caused by an Force Majeure of the customers failure to perform its obligations under the contract.
19.1.8 The supplier may make and changes to the services:
19.1.9 needed to comply with applicable law or safety requirements;
20.0 which do not materially affect the nature of quality of the services;
20.1 and will only notify the customer in advance of such changes if necessary.
21 Supply of Promotional Material
21.1 It is the customer’s responsibility to ensure that the promotional material units do not weigh more that the agreed amount of 15g. If promotional material units are over the agreed 15g then the supplier must be informed so that a change in the order specification can be made and charged to the customer accordingly. If the supplier is not informed but the promotional material provided by the customer is found to be heavier than the agreed maximum, then the supplier will, at its complete discretion either:
21.2 distribute the promotional material as per the order and specification (if possible) and charge the customer for the additional cost for the change in specification; or
21.3 cancel the order whereby the customer will be responsible for the cancellation charge of £150, plus any relevant courier costs incurred by the supplier (subject to a maximum of £250 in total).
21.4 Unless otherwise agreed, the customer must supply the promotional material to the supplier by the due date and to the address specified in the order.
21.5 The customer must insure against any accidental loss of or damage to the promotional material by the supplier. For the avoidance of doubt, the supplier has no liability for any loss or damage to the promotional material, howsoever caused.
21.6 It is the customer’s responsibility to ensure that all boxed promotional material is sufficiently and clearly labeled to include: quantity of leaflets; leaflet title; customer’s details; and distribution location if the order contains multiple distribution locations.
21.7 If the customer select the courier collection service, the supplier will agree and arrange for the collection of the promotional material from the customer’s collection location.
21.7.1 An additional fee is payable for this service and will be calculated based on the weight and or number of boxes requiring collection.
21.7.2 The supplier procure the courier services of either TNT or FEDEX, or some other reputable courier service provider.
21.7.3 If the courier collection service is arranged but the courier is unable to pick up the promotional material from the collection location due to the customer or promotional material not being available, for whatever reason, a charge of £15 will be levied to the customer.
21.7.4 Collection of promotional material found over and above the agreed amount (by weight or number) will incur additional courier charges which will be passed to the customer.
21.7.5 Collection of promotional material found over and above the agreed amount (by weight or number) will incur additional courier charges which will be passed to the customer.
22. If a free courier collection service is offered by the supplier to the customer this will include up to 3 boxes of promotional material weighing no more than 15kg each (or 45kg together). Any additional promotional material requiring collection at the same time will incur additional courier charges will be passed to the customer.
22.1 The customer warrants that:
22.1.1 Promotional material will not infringe the copyright or intellectual property rights of a third party and does not contain anything obscene or defamatory or otherwise illegal.
22.1.2 Promotional material shall comply with the British code of advertising Practice of British code of sales promotional practice and all other relevant codes under the general supervision of the advertising standards authority.
22.1.3 The customer will indemnify the supplier for and against any loss, damage, costs, expenses or other claims arising from breach of this warranty.
22.1.4 Any unused or surplus promotional material in the supplier’s possession following the actual finish distribution date will be destroyed by the supplier, unless the customer requests in the order that the promotional material is made available to the customer for collection; in which case the promotional material will be held by the supplier for up to a maximum of 5 business days following the finish distribution date.
23 Supplier’s obligations
23.1 The supplier will:
23.1.1 reform the services using reasonable care and skill;
23.1.2 use sufficient personnel who have appropriate skills and experience for their duties;
23.1.3 provide and use sufficient and appropriate equipment and materials required to provide the services;
23.1.4 ensure that the services comply with the specification;
23.1.5 obtain and maintain all licences, permits and other consents required for its performance of the services; and
23.1.6 comply with all applicable laws and regulations;
24 Customers obligations
24.1 The customer will pay the price for the services in accordance with the contract.
24.2 The customer will supply sufficient and correct promotional material to the supplier, in compliance with the clause 4, to enable the performance of the services
25 The customer will:
25.1.1 afford the supplier or its agents access to the collection location and to the customer’s personnel named in the order in each case as reasonably required to allow the supplier to perform the services; and
25.1.2 co-operate fully with the supplier and follow the suppliers reasonable instructions in relation to the performance of the services.
26 The services are provided at the customer’s request and the customer is responsible for verifying that the services are suitable for its own needs.
27 Supplier warranty
27.1 The supplier warrants that the services will be for for any purpose held out by the supplier to the specification set out in the order.
27.2 Where the services fail to comply with the clause 27.1, the supplier will, at its option, re-perform them to comply with the contract, provided that pursuant to clause 9:
27.2.1 the customer informs the supplier in writing within 7 business days of discovery that the services do not comply with clause 27.1; and
27.2.2 the customer gives the supplier a reasonable opportunity to investigate any defective services.
28. the terms of the contact will apply to any re-performed services.
29 The supplier will not be liable for any failure of any services to comply with clause 27.1 to the extent:
30 caused by the customer’s failure to comply with the suppler’s instructions in relation to the services;
30.1 caused by the supplier following any specification or other document supplied by or instruction from the customer;
30.1.1 where the customer alters the services without the supplier’s prior written agreement; or
30.1.2 where the customer uses the services or the results of the services after notifying the supplier that the services do not comply with clause 27.1.
30.1.3 Except as set in this clause 27.1:
30.1.4 the supplier gives no warranty in relation to the services; and
30.1.5 will be under no liability for their failure to comply with the warranty in clause 27.1.
30.1.6 In particular, the terms implied by ss 14 and 15 of the supply of goods and services act 1982 are expressly excluded
31 Failure of or delay in performance
31.1 If the supplier is prevented or delayed in performing the services by and cause attributable to the customer, the supplier (without prejudice to its other rights):
31.1.1 may suspend performance of the services until the customer remedies its default;
31.1.2 will not be liable for any costs or losses sustained by the customer as a result of such suspension; and
31.1.3 may charge the customer (and the customer will pay in accordance with the contract) costs or losses incurred by the supplier arising form the customer’s default.
32 Complaints Procedure
32.1 Any complaint in respect of the services must be made in writing to the supplier and received by the supplier no later than 10 days of the actual finish distribution date. For any alleged non delivery of promotional material the customer must furnish the supplier with full details including the full address (including 6 digit postcode) of the relevant distribution location.
33.1 The supplier does not exclude its liability for death or personal injury caused by its negligence; or for fraud or fraudulent misrepresentation.
33.2 The supplier will not be liable for: loss of data or use; any form of indirect, consequential or special loss; or any loss of or failure to realise expected profit, revenue or savings or any other form of pure economic loss, whether any such loss is direct or indirect; and, in each case, however arising.
33.3 Other than as set out above, the supplier limits its liability (however arising) in respect of or in connection with the services, and otherwise in connection with the contract, to the total price of services the subject of the contract.
34 Force Majeure
the supplier will not be liable if delayed in or prevented from performing its obligations due to force majeure
35.1 the contract may be terminated forthwith at any time by the supplier on written notice to the customer if the customer:
35.1.1 commits a material breach, or series of breaches resulting in a material breach, of the agreement and such breach is not remediable or is not remedied within 7 days of written notice to do so;
35.1.2 (i) suspends or threatens to suspend payment of its debts, (ii) is unable to pay its debts as they fall due or (iii) is unable to pay its beats (being a company) within the meaning of a 123 of the Insolvency Act 1986 or (being an individual) within the meaning of s 268 of Insolvency Act 1986 or (being a partnership) there is any partner to whom any of the foregoing applies;
35.1.3 (i) negotiates with its creditors for rescheduling of its debts, (ii) makes a proposal to or compounds with its creditors in respect of its debts or (iii) makes an application to court for protection from its creditors generally;
35.1.4 passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or administrator is appointed, or a winding-up order is made in relation to the;
35.1.5 a receiver or administrator receiver may be or is appointed;
35.1.6 there is material change in the management, ownership or control of the customer;
35.1.7 the customer suspends trading, ceases to carry on business, or threatens to do either; or
35.1.8 the customer (being an individual) dies or ceases to be capable of managing his own affairs; or is subject to an event of Force Majeure.
- In addition to its rights under clause 12.1, the supplier may terminate the contract at any time:
35.1.9 on seven days’ written notice to the customer;
36 immediately on notice to the customer if the customer has failed to pay any amount due under the contract on the due date
36.1 The customer may terminate the contract by written notice to the supplier, at any time, subject to the following cancellation charges:
36.1.1 On less than 5 days’ notice prior to the estimated start delivery date – 50% of the total order price excluding and GPS tracked services cost (subject to a minimum cancellation fee of £40);
37 On the termination of the contract for and reason:
37.1 the customer will within 14 business days pay all invoices of the supplier then outstanding and not disputed in good faith;
37.1.2 the supplier will, within 5 business days, invoice the customer for all services provided but not yet invoiced and the customer will pay such invoice within a further 14 business days (unless the invoice is disputed in good faith);
37.1.3 the supplier will make available to the customer for collection, for 5 business days from notice of cancellation, any promotional material in its possession.
37.1.4 the accrued rights and liabilities of the parties will not be affected; and
37.1.5 any clauses which expressly or by implication are to survive termination will do so.
38.1 Unless stated otherwise, time is not of the essence of any date or period specified in these conditions for the supply of services.
38.3 No set-off
38.4 All payments by the customer will be made without set-off or counterclaim, free and clear of and without deduction for any tax, levy, duty, charge, or withholdings of any kind now or in the future.
38.6 The parties are independent business and not principal and agent, partners, or employer and employee.
38.8 If any part of these conditions is found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the conditions and the remaining provisions of the conditions will otherwise remain in full force.
40 Notices under this agreement will be in writing and sent to the persons and addresses set out in the order. They may be given, and will be deemed received: by first-class post: two business days after posting; by hand: on delivery; and by e-mail: on receipt of delivery or read receipt mail from the correct address.
40.2 No delay, act or omission by either party in exercising and right or remedy will be deemed a waiver of that, or any other, right of remedy.
40.3 Rights of Third Parties
40.4 This contract is not enforceable by any third party under the contracts (rights of Third Parties) Act 1999 or otherwise.
40.6 the terms of the conditions prevail over those of the order or schedule (if any).
40.7 Entire Agreement
40.8 The contract constitutes the entire agreement between the parties in relation to its subject matter. No other terms apply.
41.1 The contract may not be assigned by the customer but the supplier may assign or sub-contract all or any of its rights or obligations hereunder.
42.1 This contract will bind and benefit each party’s successors and personal representatives.
42.1.2 Governing Law & Jurisdiction
42.1.3 This contract will be governed by the law of England and Wales and disputes will be submitted to the exclusive jurisdiction of the courts of England and Wales.