1. Company Services
- The Client shall instruct the Company to provide a service. Where the Client has set up ongoing, regular activity this will be deemed to be sufficient authorization for the Company and will only be deemed to be terminated by due notice from the Company or the Client within the terms of these Terms and Conditions.
- The Company shall carry out and provide the service with due diligence and with good workmanship using good quality and suitable materials so as to meet any performance specifications or other requirements including regulatory or as previously agreed with the client.
- If the Client receives any information which has or may have any bearing on the provision of the Service, the Client shall pass this information on to the Company immediately together with any instructions for further action the Client wishes the Company to take in light of this information.
- The Company must make available any previously received reports in relation to the Service. It will be the Client’s responsibility to request such reports.
2. Instructions to engage
- All instructions from the Client must be lawful, and are to be delivered in writing or such other provable method of communication. Such instructions may take the form of an email or by any other agreed electronic means to the Company.
- Instructions may at the sole discretion of the Company be accepted by the Company over the telephone in case of urgency but no responsibility will be accepted by the Company for faults, mistakes or misunderstandings arising from those instructions.
- All instructions issued by phone should be confirmed in writing by the Client as soon as possible. The Client is solely responsible for the fullness and accuracy of these instructions.
- Instructions shall be deemed to be accepted as soon as the Company is instructed in accordance with Clause 3.2 (Warranty of Authority). All instructions are accepted by the Company subject to these Terms and Conditions unless otherwise agreed in writing.
- The Company reserves the right to amend or vary these Terms and Conditions, and in particular the fee rates from time to time but any such amendments shall only have effect upon notification to the Client.
- In the event of there being any inconsistency between these Terms and Conditions and any other document produced by the Company these Terms and Conditions shall prevail over all others.
3. Client Warranty of Authority
- Any director, employee, agent or representative of the Client who gives instructions to the Company shall be deemed to have full authority to issue instruction and shall be deemed to be duly authorized by the Client notwithstanding any actual defect in or want of authority.
- The Client agrees that any of its directors, employees, agents or representatives who contact the Company have authority to give instructions to the Company and the Client giving such instructions commits to pay fees and invoices in full immediately on completion of the relevant service, or previously agreed payment terms.
4. Limitation of Liability
- The Company shall not be liable in anyway whatsoever whether in contract, in tort, in misrepresentation or otherwise for consequential or other loss, damage or injury however caused which may arise out of or in connection with the supply of the service provided by the Company.
- Except where otherwise specifically agreed in writing by the Company, all terms and conditions contained within this document are agreed between the Company and the Client, and supersedes any prior oral agreement between them and the parties confirm they have not entered into this agreement on the basis of any representations that are not expressly stated within this agreement.
- All representations, warranties or other terms implied by common law statute or otherwise are expressly excluded to the fullest extent permitted by law.
- Following the completion of the service the Company reserves the right to destroy all records and documents, whether the property of the Client or not after a period of one month. The Company shall have no liability for any loss arising out of any such destruction.
- The Company shall not under any circumstances be liable for any consequential loss or loss of profits or income on the part of the Client or any third party.
- The Company shall have no liability to the Client for any loss, delay or costs relating to or arising out of incomplete or inaccurate instruction.
5. Service Charges
- The Company shall be entitled to receive fees calculated in accordance with the relevant schedule or quotation provided by the Company to the Client.
- The Client shall be responsible for and shall indemnify the Company against all costs and fees incurred by the Company on its behalf from the time it receives the Client’s instructions until such time as it is either notified by the Client that no further action is required.
- Notification from the client must be made in writing. In addition the Company has the right to charge any storage charges in respect of any products held where monies are overdue to the Company.
- All Company fees and other costs and/or expenses incurred on the ‘Client’s’ behalf are exclusive of VAT which shall be payable at the prevailing rate in accordance with legislation from time to time in force.
6. Payment Terms
- Ownership of the Product or Service will not pass to the Client until all monies are paid in full including any Interest or Storage Charges.
- All invoices, bills or other fees and expenses invoiced by the Company to the Client shall be paid immediately on completion of the service or previously agreed stage payments, or previously agreed payment terms in writing.
- If payment is not made within this period the Company may refuse to take further action either on a particular matter or generally and the Company shall be entitled to charge interest and compensation including storage costs on all overdue accounts from the payment due date.
- Under the terms of the Late Payment in Commercial Transactions Regulations 2002, interest will be charged at a rate of 12% per annum or part thereof until full payment is received.
- In the event that it becomes necessary to commence legal proceedings for the recovery of the Company’s or a third party’s outstanding costs a further administration fee of up to €2,500 plus VAT will become immediately due and payable from the Client to the Company.
- The Company will be entitled to submit an invoice for its work or fees: (a). upon completion of any service or provision of agreed staged completion milestones. – (b). upon termination of the instructions in accordance with these Terms and Conditions by either the Client or the Company.
- The Company shall be entitled to deduct from all sums received on behalf of the Client by the Company or its agents all costs, fees, and other properly incurred expenses due and owing from the Client to the Company relating to that particular matter and or generally.
- In the event of termination by the Client before an individual instruction has reached natural conclusion the Company shall be entitled to submit charges to the Client for the sum that would be due upon full recovery and successful completion of the instruction.
- Failure by the Client to pay fees when due, the Company shall retain ownership, without notice, of the service or product and shall be entitled to recover monies without notice or at the option of the company to offset any product or service in its possession against amounts due from the client in the event the Client is unable to pay of all sums due in full including all charges and interest.
8. Engagement of Third Parties
- The Company may, engage a third party to carry out specific tasks on behalf of the Client whenever circumstances are such that the services of such a third party are considered necessary or desirable by the Company. This will be chargeable to the Client together with any costs incurred in managing the third party.
9. Client/Company Confidentiality
- All documents, correspondence, trade secrets or other confidential information passed to the Company by the Client in the course of instruction or whilst the Company provides services under the terms of this agreement shall remain confidential to the Client except where it is necessary to disclose the same to another party engaged by the Company on behalf of the Client or except as otherwise provided for by these Terms and Conditions or where the Company is bound to disclose the same under compulsion of law. The Client accepts that the Company may, unless otherwise instructed by the Client in writing, included the Clients details on its Client list. The Client List will be viewed by potential Clients and will only contain the Client’s Company name.
10. Service Termination
- The agreement between the Company and the Client may be terminated forthwith by the Company at any time by notice to the Client but in particular on the occurrence of any of the following events:
- (i). The Client failing to discharge any outstanding monies owed to the Company.
- (ii). The Client becoming insolvent, having an administrator or receiver appointed in respect of its affairs, or a bankruptcy order issued or if the Client makes any composition or arrangement with its creditors.
- (iii). Upon the Client failing to respond within a reasonable timeframe to a request from the Company for further information or instructions.
- (iv). In the event of a breach of any of these Terms and Conditions by the Client.
- The Client may terminate instructions on either a particular matter or generally at any time upon giving to the Company 28 day’s notice in writing.
- Upon termination the Company shall be entitled to invoice the Client for all outstanding amounts calculated in accordance with these Terms and Conditions together with any amounts due to third parties will be immediately due and payable.
- Any and all disputes arising under or in connection with the service or product shall be determined by reference to arbitration, subject to the agreement of both the parties.
- (i) The party seeking arbitration shall serve on the other party a notice in writing clearly headed “Notice to Refer”.
- (ii) The RIAI Arbitration Procedure, shall apply to arbitration commenced pursuant to the sub- contract order or these terms and conditions.
- (iii) The arbitrator shall be a person appointed by agreement of the parties. If the parties fail to appoint an arbitrator within 28 days of either party serving on the other party a notice headed “Notice to Refer”, the dispute shall be referred for selection of an arbitrator to the President for the time being of the RIAI , unless specified to the contrary in the sub-contract order.
- (iv) Any reference to arbitration under this clause shall be deemed to be within the meaning of the Arbitration Acts 1954-1998, as amended, or any statutory re-enactment or amendment thereof for the time being in force.
- (v) No arbitration proceedings are to be commenced (unless GC Innovations Ltd. decides otherwise in writing) until after the date of the certificate of final completion of the Principal Works.
- If any provision of this agreement is prohibited by law, void or unenforceable, then the relevant provision shall, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of the agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this agreement.