Terms and Conditions 2018 


Application and entire Agreement

1.  These terms and conditions apply to the provision of the services detailed in our quotation (services) by Medipatrol Ltd a company registered in England and Wales under number 10997899 whose registered office is at 69 Sandycroft Road, Little Chalfont, Bucks HP6 6QP (we or us) to the person buying the services (you).

2.  You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the agreement between us.

3.  You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.


Interpretation

4. A “business day” means any day other than a Saturday, Sunday or Bank Holiday in England and Wales

5. The headings in these Terms and conditions are for convenience only and do not affect their interpretation.

6. Words imparting the singular number shall include the plural and vice versa


Services

7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.

8. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.


Your Obligations

9. You must obtain any permissions, consents, licences or otherwise that we need and must give us access to any and all relevant information, materials, properties and any other matters which we need to provide the Service.

10. If you do not comply with clause 9 we can terminate the Services.

11. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (your obligations).

In the provision of a marked vehicle being supplied we are not liable for any lateness caused by the vehicle and or crew being required by law to stop to assist the public or other emergency services when requested to do so at an emergency while in transit to your event.


Fees

12. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis. All payments are requested to be cleared funds prior to 14 days before the commencement of the contract.

13. In addition to the Fees we can recover from you a) reasonable incidental expenses including, but not limited to travelling expenses, hotel costs, subsistence and any associated expenses b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.

14. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 13 also apply to these additional services. In the event of a consumble product being used as stated under the consumables charge. And additional cost to recover the cost of stated consumables will be sent via invoice after the event. This must be paid within 7 working days in accordance with the conditions stated. 

15. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.


Cancellation and Amendment

16. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have no started, within a period of 14 days from the date of the quotation (unless the quotation has been withdrawn). We may also withdraw with no notice due to concerns for safety and wellbeing, breaches in regulations or anything that may pose a risk to the business, its staff or intellectual property.

17. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation. Cancellation with 5 days notice prior to the event will incur no fees, cancellation within the 5 day period will incur Fees of 50% of the quotation and cancellation with less than 24hrs notice will incur the payment of full Fees to be made.

18. If you want to amend an details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.

19. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control) we have to make any changes in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavour to ensure that we will provide Services that adhere as closely to the original quotation as is possible and additional costs will be included in the Fees and invoiced to you.


Payment

20. We will invoice you for payment of the Fees either:

a)  Before commencement of the services

b)  On the invoice dates set out within the quotation

21. You must pay the fees 14 days before the commencement of the Services or where a late booking has been accepted, within 1 day of the completion of the Services or otherwise in accordance with any credit terms agreed between us.

22. The time of payment shall be of the essence of the Contract.

23. Without limiting any other right or remedy we have for statutory

Interest, if you do not pay within the period set out above, we will charge you interest at the rate of 5% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.

24. All payments due under these Terms and Conditions must be made in full without any deductions or withholding except as required by law and neither of us can assert any credit, set off or counterclaim against the other in order to justify withholding payment of any such amount in whole or part.

25. If you do not pay within the period set out above, we can suspend any further provision of services and cancel any future services which have been ordered by, or otherwise arranged with, you.

26. Receipts for payments will be issued by us only at your request.

27. All payments must be made in British Pounds sterling unless otherwise agreed in writing between us.


Subcontracting and assignment

28. We can at any time assign, transfer charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.

29. You must not, without prior written consent, assign, transfer charge subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.


Termination

30. We can terminate the provision of the Services immediately if you.

a)  Commit a material breach of your obligations under these Terms and Conditions or

b)  Fail to make pay and amount due under the Contract on the due date for payment or

c)  Are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor or

d)  Enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986 or any other scheme or arrangement is made with its creditors: or

e)  Convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986) a resolution is passed or a petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.


Intellectual property 

31. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.


Liability and indemnity

32. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.

33. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

34.  We are not liable (whether caused by our employees, agents, or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:

a)  Any indirect, special or consequential loss, damage, costs or expenses or:

b)  Any loss of profits, loss of anticipated profits, loss of business, loss of data, loss of reputation, or goodwill, business interruption or other third party claims: or

c)  Any failure to perform any of our obligations is such delay or failure is due to any cause beyond our reasonable control: or

d)  Any losses caused directly or indirectly by any failure or your breach in relation to your obligations: or

e)  Any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

35. You must indemnify us against all damages, costs, claims or expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees

36. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation or for any other matters for which it would be unlawful to exclude or limit liability.


Data Protection

37. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.

38. The parties agree that where such processing of personal data takes place the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

39. For the avoidance of doubt, ‘Personal Date,’ ‘Processing’, ‘Data Controller’, ‘Data Processor’, and ‘Data Subject’ shall have the same meaning in the GDPR

40. The Service Provider shall only process personal data to the extent reasonably required to enable it to supply the Services as mentioned in the Terms and Conditions or as requested by and agreed with the Customer, shall not retain any Personal Data Longer than necessary for the Processing and refrain from processing and Personal Data for its own or any third party’s purpose.

41. The Service Provider shall not disclose Personal Data to any third party other than employees, directors, agents, subcontractors or advisors on a strict ‘need to know’ basis and only under the same (or more extensive) conditions as set out in these terms and Conditions or to the extent required by applicable legislation and/or regulations.

42. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the customer

43. Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found on our website, For any enquiries or complaints regarding data privacy, you can contact the Directors at the following email address - management@medipatrol.co.uk.


Circumstances beyond a party’s control

44. Neither of us is liable for any failure or delay in performing our obligation where such failure or delay results from any cause that is beyond the reasonable control of the party. Such causes include, but are not limited to: power failure, internet provider failure, industrial action, civil unrest, fire, flood, storms, earthquake, acts of terrorism, acts of war, governmental action, or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 day, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.


Communications

45. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or the duly authorised officer of that party)

46. Notices shall be deemed to have been duly given

a)  When delivered, if delivered by courier or other messenger (inc. registered mail) during the normal business hours of the recipient

b)  When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated

c)  On the fifth business day following mailing, if mailed by national ordinary mail :or

d)  On the tenth day following mailing if mailed by airmail

47. All notices under these Terms and Conditions must be addressed to the most recent address, email, or fax number notified to the other party.


No Waiver

48. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right or remedy


Severance

49. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).


Law and Jurisdiction

50. The Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.