PROMAR INTERNATIONAL LIMITED
These Terms and Conditions apply to all orders for the provision of Services that the Customer places with the Supplier and sets out all the terms in relation to the Supplier supplying Services to the Customer. By signing these Conditions, agreeing a Sales Order and/or allowing the Supplier to commence the Services, the Customer acknowledges and agrees that it shall be bound by these Conditions. Capitalised terms have the meanings given to them in Condition 19.
- APPLICATION
1.1 These Conditions alone shall govern and be incorporated in every Contract for the provision of Services made by or on behalf of the Supplier. They shall apply in place of and prevail over any terms or conditions contained or referred to in any documentation submitted by the Customer, in correspondence or elsewhere, or implied by trade custom, practice or course of dealing.
1.2 Acceptance by the Customer of the provision of the Services shall be deemed to constitute unqualified acceptance of these Conditions.
1.3 A variation of these Conditions or any Sales Order is valid only if it is in writing and signed by a director or authorised representative of the Supplier. - QUOTATIONS AND SALES ORDERS
2.1 A Quotation issued by the Supplier does not constitute a Sales Order. Any Quotation is given on the basis that no Contract shall come into existence until a Sales Order is entered into between the parties. The Supplier reserves the right to withdraw or revise a Quotation at any time.
2.2 Each Sales Order shall be deemed to be an offer by the Customer to buy Services subject to these Conditions. A Sales Order shall be effective only where it is in writing and signed by the Supplier. The Customer shall ensure that the terms of the Sales Order are complete and accurate.
2.3 Once a Sales Order is accepted the Customer may not cancel the Contract save as set out in these Conditions. - PROVISION OF SERVICES AND DELIVERABLES
3.1 The Supplier will provide the Services to the Customer in accordance with the Sales Order and these Conditions.
3.2 The Services will begin on or around the Start Date and shall continue unless and until the Contract is terminated in accordance with Condition 11, unless expressly specified for fixed term on the Sales Order (in which case the Services shall be provided for the fixed term, save as terminated under these Conditions).
3.3 Whilst the Supplier will use reasonable endeavours to meet any milestone dates or estimated timescale set out in the Sales Order, such dates are approximate only, and time of performance is not of the essence.
3.4 Any representations about the Services shall have no effect unless expressly agreed in writing and signed by a director or authorised representative of the Supplier. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
3.5 All Services and Deliverables shall be deemed to have been accepted by the Customer unless the Customer gives the Supplier notice within five working days of receiving the Services or Deliverables that there is an issue, omission, error, defect or non-conformity with them. - SOFTWARE
4.1 If the Supplier agrees in a Sales Order that the Services or Deliverables include the licence of Software, the Supplier shall grant to the Customer a non-exclusive licence of the Software to the Customer provided that:
4.1.1 use of the Software shall be restricted to use of the Software in object code form for the purpose of processing the Customer’s data for the normal business purposes of the Customer (which shall not include allowing the use of the Software by any person other than the Customer’s Personnel who are authorised by the Supplier to use the Software (Authorised User));
4.1.2 use of the Software shall be subject to the additional terms and conditions for use of that Software made available to the Customer;
4.1.3 the Customer may not use the Software other than as specified in Condition 4.1.1 without the prior written consent of the Supplier, and the Customer acknowledges that additional charges may be payable on any change of use approved by the Supplier;
4.1.4 the Customer shall:
4.1.4.1 ensure that the number of Authorised Users using the Software does not exceed any maximum permitted number specified by the Supplier from time to time;
4.1.4.2 keep a complete and accurate record of the Customer’s copying and disclosure of the Software and its Authorised Users, and produce such record to the Supplier on request from time to time; and
4.1.4.3 permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this Agreement, for the purposes of ensuring that the Customer is complying with the terms of this Agreement, provided that the Supplier provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.
4.2 Where the Software is licenced by a third party (Third Party Software) as part of the Deliverables or Services:
4.2.1 such use of the Third Party Software shall be subject to the terms and conditions of that Third Party Software (Third Party Terms), as supplied by the Supplier to the Customer from time to time;
4.2.2 the Customer shall indemnify and hold the Supplier harmless against any Losses which it may suffer or incur as a result of the Customer’s breach of any Third Party Terms howsoever arising; and
4.2.3 the Supplier may treat the Customer’s breach of any Third Party Terms as a breach of the Contract.
4.3 The Supplier does not warrant that the Software will be available at all times, or will be uninterrupted or error free.
4.4 The Customer agrees that it shall comply with all terms and conditions issued by the Supplier regarding any support services for the Software. - CUSTOMER’S OBLIGATIONS
5.1 To enable the Supplier to perform its obligations under the Contract, the Customer shall:
5.1.1 co-operate fully with the Supplier;
5.1.2 provide the Supplier and the Supplier’s Personnel with any information that it reasonably requires;
5.1.3 provide the Supplier and the Supplier’s Personnel with access to the Customer’s premises and equipment and the Site (including such facilities on Site as are reasonably required by the Supplier and the Supplier’s Personnel);
5.1.4 provide to the Supplier and the Supplier’s Personnel with such documents, information, items and materials required by the Supplier, including any relevant Customer Materials;
5.1.5 provide the Supplier and Supplier’s Personnel with copies of any health and safety, security or other policies and procedures with which the Supplier and the Supplier’s Personnel are required to comply with whilst on Site;
5.1.6 obtain all necessary licences, permissions and consents which may be required before commencement of the Services; and
5.1.7 keep all documents, equipment, materials and other Supplier property at the Site safely and at its own risk and in the same condition as they were in when supplied and not dispose of or use any of the same without the Supplier’s prior written agreement.
5.2 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.
5.3 The Service and Deliverables are for the benefit of the Customer only and shall not be disclosed to, or used for the benefit of, any third party without the Supplier’s prior written consent.
5.4 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or the Customer’s Personnel (including any breach of its obligations under this Condition 5, or any delay in supplying access or equipment): (i) the Supplier shall not be liable for any Losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay; and (ii) the Customer shall indemnify the Supplier from and against any Losses sustained or incurred by the Supplier arising directly or indirectly from such prevention or delay. - CHANGES TO THE SERVICES
6.1 During the provision of the Services, the Supplier may recommend and/or the Customer may request changes or additions to the Services or Deliverables or the supply of bespoke services (Additional Services). In these circumstances, any changes or additions to the Services will be agreed in writing between the parties, such agreement not to be unreasonably withheld or delayed.
6.2 The Supplier shall advise the Customer of any change to the Charges and/or extra charges that will apply to such Additional Services (Additional Charges) and the timescale for the provision of the Additional Services that apply, and any other terms and conditions particular to the provision of such Additional Services. If these are agreed, the Additional Services shall be deemed to be included in the definition of Services and provided in all other respects on these Conditions.
6.3 The Supplier may make any changes to the Services: (i) needed to comply with applicable law or safety requirements; or (ii) which do not materially affect the nature or quality of the Services; and will notify the Customer in advance of such changes. - CHARGES
7.1 The Charges for the provision of Services are subject to adjustment in accordance with Condition 6, and shall include any Additional Charges applicable from time to time, and the Supplier shall be entitled to increase the Charges once in every 12 month period, upon written notice to the Customer.
7.2 The Supplier may at any time prior to the provision of the Services withdraw any discount from its normal prices and/or revise prices to take account of inflation, increases in costs including costs of any goods, materials, carriage, labour or overheads and the increase or imposition of any tax, duty or other levy.
7.3 Where the Charges includes the re-charge of software, parts or equipment or other goods which the Supplier sources from a third party supplier (including Third Party Software), the Customer shall bear the cost of any increase to the same between the date of the Sales Order and the date when the Supplier actually pays the third party for such parts or equipment or other goods.
7.4 Unless otherwise specified, VAT and any other tax, duty or levy shall be payable by the Customer in addition to the Charges.
7.5 The Customer shall be liable for the travel, accommodation, sustenance and other reasonable expenses of the Supplier’s Personnel in the provision of the Services as set out in the Sales Order. - TERMS OF PAYMENT
8.1 If the Charges are expressed as an annual charge, then the Charges will be payable in equal monthly instalments.
8.2 If the Charges are based on making the Supplier’s Personnel available for a certain amount of time in a defined period, such time will be fixed per that period and any additional time will be charged as Additional Charges. Any non-use of available time will be lost at the end of each defined period, and shall not be carried forward. The Supplier’s timesheets are evidence of time worked by the Supplier’s Personnel. The Customer expressly acknowledges and agrees that the Supplier’s time in providing the Services may include time spent at the Site as well as off-Site.
8.3 The Supplier shall be entitled to invoice the Customer for all Charges (and all Additional Charges) monthly in arrears (unless specified otherwise in the Sales Order).
8.4 Payment of the Charges and reimbursement of expenses shall be made in pounds sterling in full by the end of the month following the date of the Supplier’s invoice or as otherwise set out in the Sales Order. Time of payment is of the essence of a Contract.
8.5 No payment shall be deemed to have been received until the Supplier has received cleared funds.
8.6 The Customer shall make all payments due under a Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Supplier to the Customer.
8.7 The Supplier is entitled to offset any amount owing to it from the Customer against any amount owed to the Customer by the Supplier, under any Contract.
8.8 All payments payable to the Supplier under a Contract shall become due immediately on its termination despite any other provision.
8.9 In the event that the Customer fails to pay any amount due to the Supplier under the Contract by the due date for payment the Supplier reserves the right to: (i) suspend provision of the Services to the Customer; and/or (ii) to claim interest at the rate of five per cent. (5%) above the base lending rate from time to time of The Bank of England accruing on a daily basis to run from the due date for payment until receipt by the Supplier of the full amount (including any accrued interest) whether before or after any judgment.
8.10 Any extension of credit allowed to the Customer may be changed or withdrawn at any time.
8.11 If, in the opinion of the Supplier, the credit-worthiness of the Customer deteriorates before the provision of the Services, the Supplier may require full or partial payment of the Charges prior to commencing the Services or the provision of security for payment by the Customer in a form acceptable to the Supplier. - WARRANTY AND LIABILITY
9.1 The Supplier warrants that the Services will be performed by appropriately qualified and experienced personnel with reasonable care and skill and in accordance with the Sales Order (as amended in accordance with Condition 6) provided that:
9.1.1 the Customer must notify the Supplier of any defect, issue, omission, error, defect or non-conformity within the period specified in Condition 3.5 or if the defect would not have been apparent on reasonable inspection, within three days of discovering the defect;
9.1.2 the Supplier shall be under no liability in respect of any defect, issue, omission, error, defect or non-conformity in the Services or Deliverables which is due to incorrect, misleading or incomplete information supplied as part of the Customer Materials or otherwise given by the Customer or the Customer’s Personnel;
9.1.3 the Supplier shall have no liability for any delay in or failure to provide any Services or Deliverables which is caused by a failure or delay in the Customer providing access to the Customer’s Personnel, Customer Materials, the Site or any other reasonable request by the Supplier, and the Charges shall continue to be payable in respect of any wasted time;
9.1.4 the Supplier shall be under no liability if the Charges for the Services have not been paid by the due date for payment; and
9.1.5 the above warranty does not extend to any defect, issue, omission, error, defect or non-conformity by any third party supplying any services, deliverables or software.
9.2 In the event of a valid claim by the Customer under Condition 9.1, the Supplier shall investigate the claim and if liability is accepted by the Supplier under Condition 9.1 the Customer’s only remedy and the Supplier’s only obligation is, at the Supplier’s option, to re-perform the Services free of charge or provide the Customer with time in lieu.
9.3 The Supplier’s aggregate liability to the Customer for all Losses under a Contract whether for negligence, breach of contract, breach of statutory duty, misrepresentation, restitution or otherwise shall in no circumstance exceed the cost of the Services to be provided under the relevant Contract.
9.4 All conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the Services (save for the conditions implied by Section 12 of the Sale of Goods Act 1979 and Section 2 of the Supply of Goods and Services Act 1982) are excluded from the Contract to the fullest extent permitted by law.
9.5 Nothing in these Conditions excludes or limits the Supplier’s liability: (i) for death or personal injury caused by the Supplier’s negligence; (ii) for fraud or fraudulent misrepresentation; or (iii) for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability.
9.6 The Supplier is not liable for: (i) any indirect, special or consequential liabilities; (ii) any pure economic loss; (iii) any loss of anticipated profits, revenue or anticipated savings (iv) any loss of goodwill or reputation; or (v) any loss of management time, howsoever caused. - FORCE MAJEURE
If the Supplier is prevented, hindered or delayed from or in providing the Services in accordance with these Conditions by an event which is beyond the Supplier’s reasonable control including acts of terrorism, insurrection, riots, civil unrest and military action, the exercise of emergency powers by any local, regional or national governmental authority, fire, flood, earthquake, storm and other natural disasters, epidemic, pandemic or national emergency, industrial action, strikes and lock-outs, blockage or embargo or the failure or delay of supplies of power, fuel, transport, equipment, telecommunications systems, Internet or other goods and/or services (including any third party materials) (a Force Majeure Event) the Supplier may, at its option: (i) suspend the provision of the Services while the Force Majeure Event continues; (ii) if the Supplier has insufficient capacity and/or resources to meet its commitments, apportion available capacity and/or resources between its customers as it decides; or (iii) terminate any Contract so affected with immediate effect by written notice to the Customer, and the Supplier will not be liable for any loss or damage suffered by the Customer as a result. - TERMINATION
11.1 Either party may terminate any Contract by giving to the other party not less than 30 days’ notice in writing, unless such other notice is set out in a Sales Order.
11.2 The Supplier may terminate a Contract with immediate effect by notice to the Customer if:
11.2.1 the Customer is in material breach of an obligation under a Contract and, if the breach is capable of remedy, the Customer has failed to remedy such breach within a period of 14 days after being given notice by the Supplier to remedy the breach;
11.2.2 if the Customer has failed to pay by the due date any sum due and payable by it to the Supplier under a Contract and such non-payment continues unremedied at the expiry of a period of five working days following notification by the Supplier of such non-payment by the Customer;
11.2.3 it has the right to terminate a Contract in accordance with the provisions of Condition 10;
11.2.4 the Customer is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or suffers any event which could be reasonably considered to indicate that it is insolvent or at serious risk of becoming so in the relatively near future including, insolvent liquidation, a declaration of bankruptcy, the presentation of a bankruptcy or a winding up petition which is not withdrawn, dismissed or discharged within 30 days of its presentation or the appointment of an administrator, receiver or similar over any of its assets or undertaking or the directors of the other party give notice of their intention to appoint an administrator or the other party ceases or threatens to cease to carry on business, or the Customer suffers any event analogous to the those set out in this Condition 11.2.4 in any jurisdiction in which it is incorporated or resident. - CONSEQUENCES OF TERMINATION OR EXPIRY
12.1 Upon the expiry or termination of a Contract for any reason:
12.1.1 the Customer shall pay to Supplier all Charges and Additional Charges due to Supplier under the Contract within 10 days of the date of expiry or termination; and
12.1.2 each party shall within five days from receipt of a request by the other party return to the other party all original and copy documentation containing Confidential Information of the other party.
12.2 Termination of a Contract shall be without prejudice to the accrued rights and liabilities of the parties and shall not affect any continuing obligations of the parties under the Contract. Without prejudice to that generality, the provisions of Conditions 8, 9, 12, 13, 14, 0, 17 and 18 shall survive the termination of the Contract for any reason, or the expiry of the Contract. - CONFIDENTIAL INFORMATION
Each party (the Receiving Party) shall treat any Confidential Information relating to the other party (the Disclosing Party) as strictly confidential except to the extent that such Confidential Information can be proved to be within the public domain at the time of disclosure other than as a result of any breach of these Conditions. The Receiving Party shall not disclose such Confidential Information to any third party nor use it for any purpose except as is strictly necessary for the performance of its obligations under the Contract. For the purpose of these Conditions, Confidential Information means all information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by the Disclosing Party to the Receiving Party or otherwise acquired by the Receiving Party in connection with these Conditions or its subject matter whether before or after the commencement of the Contract including information relating to the Disclosing Party’s products, operations, processes, plans or intentions, product information, know-how, trade secrets and other Intellectual Property Rights, market opportunities, business affairs, financial information and other confidential information. - INTELLECTUAL PROPERTY RIGHTS
14.1 All right, title and interest in and to any Intellectual Property Rights created by or on behalf of the Supplier during the provision of the Services (including in any Deliverables) and all renewals and extensions thereof shall be the property of and vest in the Supplier (unless otherwise agreed in writing), and the Customer assigns, including by way of present assignment of future rights, such Intellectual Property Rights to the Supplier with full title guarantee and free from all encumbrances and other rights of whatever nature exercisable by any third party, together with the right to take action for any past, present and future damages and other remedies in respect of any infringement or alleged infringement of such Intellectual Property Rights. The Customer waives any moral rights in relation to the Intellectual Property Rights.
14.2 The Supplier shall grant the Customer a license to use the Deliverables for its own internal business purposes, but such licence shall be non-transferable and non-sub-licensable.
14.3 All right, title and interest in and to any Intellectual Property Rights owned by or licensed to a party prior to the Contract is and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom its right to use such Intellectual Property Rights has derived).
14.4 The Supplier acknowledges that all Intellectual Property Rights in any Customer Materials shall at all times vest in and be the absolute property of the Customer. - DATA PROTECTION
In relation to the personal data that the Customer or any Customer’s Personnel provides to the Supplier pursuant to a Contract the privacy policy available at www.genusplc.com/services/privacy-policy explains what the Supplier does with the personal data of the Customer’s Personnel (Privacy Policy). The Privacy Policy describes how the Supplier collects, uses and processes such personal data, and how, in doing so, it complies with its legal obligations to the Customer and the Customer’s Personnel. The privacy of the Customer’s Personnel is important to the Supplier, and the Supplier is committed to protecting and safeguarding the data privacy rights of the Customer’s Personnel. - NOTICES
16.1 A notice under or in connection with a Contract shall be in writing and shall be delivered personally or sent by recorded or registered delivery post or sent by facsimile transmission to the other party at its last known address or facsimile number.
16.2 In the absence of evidence of earlier receipt, service of a notice is deemed to have been effected as follows: (i) if delivered personally, when left at the address referred to in Condition 16.1; (ii) if sent by recorded or registered delivery post, two working days after posting it (excluding the day of posting); or (iii) if sent by facsimile on a working day before 5.00 p.m. at the time of its transmission and otherwise on the next working day. - NON-SOLICITATION
The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of 12 months after the last date of supply of the Services, solicit or entice away from the Supplier or employ (or attempt to employ) any person who is, or has been, engaged as part of the Supplier’s Personnel. - GENERAL
18.1 The Supplier may at its discretion sub-contract any of its obligations under the Contract to any member of its Group without the need to consult with or obtain approval from the Customer (and for the purposes of this Condition “Group” shall mean the Supplier’s parent undertakings and each of its subsidiary undertakings and each of its parent undertakings’ subsidiary undertakings from time to time (and for the purposes of this definition “parent undertaking” and “subsidiary undertaking” shall take the meanings set out in section 1162 of the Companies Act 2006).
18.2 Unless otherwise stated in these Conditions, a Contract (and any documents referred to in it) constitutes the entire understanding between the parties in relation to its subject matter and supersedes all prior representations, communications, negotiations and understandings concerning the subject matter of the Contract. No party has relied on any warranty or representation except as expressly set out in the Contract.
18.3 The Customer may not assign or transfer or purport to assign or transfer any of its rights or obligations under a Contract without first having obtained the Supplier’s written consent. The Supplier may assign a Contract or any part of it to any person.
18.4 If any Condition of a Contract, (or part of a Condition), is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other Conditions shall remain in force.
18.5 If any invalid, unenforceable or illegal Condition of a Contract would be valid, enforceable or legal if some part of it were deleted, the Condition shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
18.6 Nothing in a Contract is intended to confer on any person any right to enforce any Condition of a Contract which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
18.7 The failure by the Supplier to exercise or delay by the Supplier in exercising any right, power or remedy provided by a Contract or by law does not constitute a waiver of such right, power or remedy or a waiver of any other rights, powers or remedies. No single or partial exercise of a right, power or remedy provided by a Contract shall prevent any further exercise of the right, power or remedy or the exercise of another right, power or remedy.
18.8 Each right or remedy of the Supplier under a Contract is without prejudice to any other right or remedy of the Supplier whether under the Contract or not.
18.9 A Contract is governed by, and shall be construed in accordance with, the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with a Contract. - DEFINITIONS AND INTERPRETATION
19.1 In these Conditions:
Additional Charges has the meaning given in Condition 6.2;
Additional Services has the meaning given in Condition 6.1;
Charges means the charges for the Services, as set out on the Sales Order, or if no such charges are set out on the Sales Order, shall be the charges set out on the Supplier’s standard price list in force from time to time, as may be amended in accordance with Conditions 6 and 7;
Conditions means the terms and conditions set out in this document;
Confidential Information has the meaning given in Condition 13;
Contract means any agreement between the Supplier and the Customer from time to time, for the provision of Services incorporating these Conditions and the relevant Sales Order;
Customer means the person to whom the Supplier is to provide the Services pursuant to a Contract;
Customer’s Materials means any information, equipment, machinery, data, samples, materials, or suchlike provided by the Customer to the Supplier or made available to the Supplier or on the Site;
Customer’s Personnel means any employees, agents, sub-contractors or consultants engaged by the Customer from time to time;
Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and any other legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party and controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures have the meanings given to them in the Data Protection Legislation;
Deliverables means any information, data, goods, results, analysis, reports, advice, materials or work product to be provided by the Supplier to the Customer in the course of, or as a result of, providing the Services;
Intellectual Property Rights means patents, trademarks, service marks, registered designs, applications for any of those rights, trade and business names, unregistered trademarks and service marks, copyrights, know-how, rights in designs and inventions, rights in databases and any other rights of the same or similar effect or nature, in each case in any jurisdiction;
Losses means damages, losses, liabilities, claims, actions, penalties, costs (on a full indemnity basis) and expenses (including the cost of legal and other professional services (legal costs being on an agent/client client paying basis) and out of pocket disbursements properly incurred), proceedings, demands and charges whether arising under statute, contract or at common law or otherwise and including any tax thereon, in each case of whatever nature and Loss shall be construed accordingly;
Quotation means an estimate of the cost of supply of the Services given by the Company from time to time;
Sales Order means the description of the Services and Deliverables to be provided by the Supplier which shall comprise the final and agreed sales order, work order or engagement letter;
Services means the services which the Supplier is to supply to the Customer as detailed in the Sales Order and as may be amended in accordance with Condition 6 (and includes Additional Services, where agreed between the parties);
Site means the Customer’s premises where the Services (or relevant part thereof) are to be carried out, as detailed in the Sales Order;
Software means any software to be provided as part of the Services (including Third Party Software);
Start Date means the estimated start date for provision of the Services as detailed in the Sales Order;
Supplier means Promar International Limited (company number 03004562) whose registered address is Matrix House, Basing View, Basingstoke, RG21 4DZ;
Supplier’s Personnel means any employees, agents, sub-contractors or consultants engaged by the Supplier to provide the Services;
Third Party Software has the meaning given in Condition 4.2; and
VAT means value added tax at the rate prevailing at the time of the relevant supply charged in accordance with the provisions of the Value Added Tax Act 1994.
19.2 In these Conditions:
19.2.1 headings are for identification and indexing purposes only and they shall not affect the construction or interpretation of these Conditions;
19.2.2 words importing the singular meaning shall include the plural meaning and vice versa;
19.2.3 references to a person shall include natural persons, corporate or unincorporated bodies (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns and references to a party shall mean either the Supplier or the Customer as the context requires and parties shall mean both of them; and
19.2.4 the word including will be construed without limitation unless inconsistent with the context and working days are all days other than Saturdays, Sundays or English public holidays.
