1. Definitions
1. “The Company” means Osbos Ltd
2. “The Client” means the person or company named as such on the Quotation/Order Confirmation/Proposal Document or Contract.
3. “The Services” means the services set out in the Quotation/Order Confirmation/Proposal Document or Contract.
4. “The Contract” means the Contract between the Company and the Client to perform the Services comprising the Terms of Agreement and these terms and conditions.
5. “The Quotation” means the Quotation/Order Confirmation/Proposal document given to the Client in respect of the supply of the Services upon which are endorsed these terms and conditions of trading.
6. “input” means the data received by the Company on behalf of the Client.
7. “output” means the communication by the Company to the Client of the input.
2. Quotations, Creation of and Terms of Contract
1. All Quotations made by the Company to the Client will be deemed to be subject to these terms and conditions of trading.
2. The Company reserves the right to refuse any Order or Contract without prior notice.
3. All Quotations made by the Company to the Client shall be valid for thirty days from date of issue.
4. All Quotations are subject to VAT at the prevailing rate on the date of invoicing.
5. The Company reserves the right to reasonably amend its charges to reflect ongoing changes in requirements or work done.
6. The Company reserves the right to check credit-worthiness of potential Clients.
7. A Contract on these terms shall be created between the Company and the Client upon receipt of the signed Quotation/Order Confirmation/Proposal document by the Company from the Client by a means acceptable to the Company. Alternatively, contract will be created following a request from the Client to the Company, by any acceptable means, to begin processing their work. For clarity this includes an instruction by email. A signature is not a requirement for the contract to be created.
8. If the Contract has been signed or a request to begin work has been received and Osbos Ltd has commenced work on your campaign and/or the script has been drafted Osbos Ltd reserve the right to charge £250 for work already provided if the Client decides to terminate the request for Services within 48 hours.
9. It shall be taken that by sending data to the Company the Client is accepting in full the Company’s terms and conditions of trading.
10. The Contract represents the entire agreement between the parties in relation to the Services provided and supersedes all previous written or oral communications.
3. Performance and Quality Control
1. The Company will make best endeavours to meet quoted target timescale/s but does not accept liability for targets not being met. Performance figures contained in Quotations are indicative only and based on prior experience and reasonable expectation.
2. The Client is responsible for approving progress (e.g. milestones) and quality (e.g. proofreading) with guidance from the Company.
3. The Company will archive the output for a period of 30 days, commencing from the date of dispatch of the output to the Client, or any other period, which has been agreed in writing between the parties. Client data will be backed up during normal backup procedures.
4. The Client, where agreed, shall provide the Company with input data in a format and by a means acceptable to the Company. If the Client fails to do this the Company may, at its own discretion correct the data at its own expense or (subject to prior notification to the Client) at the Client’s expense.
5. The Client shall clearly define any instruction with regard to the processing of the input.
4. Copyright, Data Protection and Confidentiality
1. The Client must not use the data for any unlawful purpose or any purpose likely to bring the Company or its suppliers into disrepute.
2. The Client agrees to abide by the Telephone Preference Service scheme, which enables businesses to comply with the Data Protection (direct marketing) Telecommunications regulation or any such regulations which may replace them.
3. Each party will keep confidential all information or lists belonging to the other party and will not disclose it to any third party unless instructed to do so in writing by the other party.
4. The Company reserves the right to retain and/or dispose of any material uncollected after 30 days.
5. The Client warrants and indemnifies the Company against any claims and expenses relating to copyright.
6. The Client warrants that the Company may copy and manipulate any material during the course of its work.
7. All Client data will be handled in accordance with current data protection legislation by the Company. All data provided by the Company to the Client will also be subject to the requirements of current data protection legislation.
5. Liability
1. The Company will carry out the services with reasonable skill and care.
2. The Company’s liability to the Client for any breach of this Contract, negligence, misrepresentation or otherwise shall be limited to the price payable by the Client under this contract. In no circumstances shall the Company be responsible for any consequential loss, however incurred, including without limitation loss of profit, business or anticipated saving.
3. For any changes, agreed by the Client, outside of the signed specification, the Company reserves the right to change any agreed schedules and charges agreed under the Contract.
4. Whilst every effort is made to ensure the accuracy of the data, the Company cannot, in any circumstance, accept liability for any loss, inconvenience or damage (including loss of profits) occasioned by any error in the data.
5. The Company cannot accept liability for any loss, inconvenience or damage (including loss of profits) occasioned by any error in the data resulting from inaccurate data provided by our business partners
6. Carriage, Delivery and Insurance
1. The Client is responsible for the delivery of the input to and for the collection of the output from the Company’s premises. Transport arranged by the Company on the Client’s behalf shall be at the Client’s risk. Proof of sending does not constitute proof of receipt.
2. Unless otherwise agreed, while in the possession of the Company, all input and output materials shall be deemed to be held at the Client’s own risk. The Client should arrange insurance cover accordingly.
3. In the absence of a written agreement to the contrary, any delivery date quoted is an estimate only. All time scales quoted shall commence on completion of receipt of data and complete once output data commences transmission. The Company shall not be liable for any loss resulting from delay in delivery however caused.
4. Without prejudice to these terms and conditions of trading, the Company will accept no liability for failing to meet delivery dates quoted, where the input has not been delivered to the Company in sufficient time or does not conform to the requirements of the Contract or if the Company is prevented from processing the input by circumstances beyond its reasonable control including but not restricted to restrictions on the supply of energy, national emergencies, strikes, lockouts, trade disputes, fires, machinery or equipment breakdowns or staff shortages.
5. Client data can be made available in the following formats: hard copy, CD, floppy disk or email. All data received by the Company will be subjected to virus checking prior to the start of any project. Whilst the latest auto-updated anti-virus technology is installed at the Company’s premises, the Company will not be held responsible for data infection by virus from any source whether originated at source or in transit upon return to the Client. Data loss or corruption is not the responsibility of the Company.
6. The Company has the facility to work live in real time on-line on the Client’s data. It is the responsibility of the Company and the Client to ensure firewall and virus protection is in position
7. General Contract Terms, Payment and Termination
1. No variance of these terms and conditions of trading shall be binding on the Company unless in writing and signed by the Client and a director of the Company.
2. Any service provided by the Company to the Client in excess of that specified in the Quotation shall be subject to additional charge and will be performed as soon as reasonably practical.
3. Standard terms are for payment of the Company’s proforma invoice prior to commencement of work. Credit terms may be offered (subject to satisfactory references). Where Credit terms are offered, payment terms are strictly 30 days from the date of invoice. Automatic account hold will be applied on the last day of the month to all accounts with overdue balances. In the event of credit terms being abused, credit facilities may be withdrawn at the discretion of the Company without notice.
4. Any queries relating to invoices must be raised in writing by the Client before the Payment Due Date of the invoice. If no query is raised by the Client within this period the invoice will be deemed as having been accepted in full. The Company reserves the right to charge interest on overdue accounts in accordance with current legislation.
5. Where certain projects are undertaken, an up-front fee may be required in advance to cover any setting up or risk assessment costs which may be incurred prior to commencement of the project.
6. In the event of any breach of the terms of this Contract by either party which, if a breach is capable of rectification, is not rectified for a period of 30 days after written notification, then the injured party may (without prejudice to any other remedy or right of action it may have) forthwith terminate the Contract by written notice to the guilty party.
7. In the event of either party being wound up, or have a receiver or administrator appointed over any of its assets who remains in possession of those assets for more than 14 days, the other party may (without prejudice to any other remedy or right of action it may have) forthwith terminate the contract by written notice to the other party.
8. All aspects of this Contract shall be governed by English law.
