TERMS AND CONDITIONS

Systems Integration Terms and Conditions

 

1.Interpretation

In these Terms and Conditions (Terms), the following words and phrases shall have the following meanings:

“Confirmation” means acceptance of the Contract

“Contract” means the contract between Supplier and Client, which shall be deemed to incorporate these Terms

and the terms on any individual quotation Client may receive.

Date of Delivery means in accordance with any schedule within the Contract

“Quotation” means the quotation and terms provided by Supplier describing the Services requested by Client and

accepted by Supplier and detailing the estimated price to be paid and estimated timescales for delivery of the

Services.

“Services” means the Services, including any goods, parts, and materials, detailed in the quotation to be supplied

by Supplier to Client.

“Supplier” means Media Powerhouse Limited.

“VAT” means value added tax in accordance with the provisions of the Value Added Tax Act 1994.

“Client/” means the person who purchases and/or receives the Services from Supplier.

 

2.The Contract

The Contract shall be on these Terms; incorporating the terms on any individual quotation Client may receive, to

the exclusion of all other terms and conditions. If any conflict arises between these Terms and any terms of the

quotation, the terms of the quotation shall prevail.

The Contract will commence when Client accept Suppliers quotation either verbally or by email together with

these Terms and shall terminate upon delivery of the Services or as otherwise detailed in accordance with these

Terms.

 

3.The Service

Supplier will provide the audio visual systems design, supply and installation Services, which may include without

limit, initial designs, installation plans, labour for installation, access to quality sub-contractors for property

alteration elements and where required, complete project management, on dates and at locations as are more

specifically defined and confirmed within the Quotation.

Unless Supplier have agreed to project manage the installation for Client as part of the Services contained in the

Quotation, Client will be responsible for entering into contracts with any subcontractors directly. Supplier do not

accept liability for the actions or inactions of any subcontractors.

 

4.Price and Payment

4.1 The price for the Services will be set out in the Quotation and is exclusive of any taxes such as VAT

applicable at the time of invoicing. Payment for any goods/materials requested as part of the Quotation

will be payable within 30 days of invoice date unless otherwise agreed in writing in advance. Payment

Supplier

Parkbury Estate

Unit 13, Handley Page Way, St Albans, AL2 2DQ

T 020 8236 0331

Company Registration No.6303562. VAT Registration No. 974 8630 73

Unit 13, Handley Page Way, St Albans, AL2 2DQ

maybe made by direct bank transfer to the bank account details identified on the invoice. Once a

Confirmation has been accepted in writing by Supplier the cancellation terms contained below apply.

4.2 Payment terms for the Goods and/or Services are set out in the Detailed Terms or, if not so specified, to

be paid in full within 30 days following date of invoice. Payment of any annual fee or deposit shall be

made in advance. Additional Charges, Third Party Charges and expenses shall be paid by Client within 30

days following the date of the invoice. Payment shall be a condition precedent to the continued

performance by Supplier of its obligations under the Contract. Client’s failure to comply with this

payment condition shall make the supply of the Services voidable at the option of Supplier by giving

written notice to Client. Such notice by Supplier shall be without prejudice to Supplier rights to recover all

monies owing to it by Client which shall thereupon become immediately due and payable and shall be

recoverable by Supplier as a liquidated debt.

4.3 Supplier has the right to suspend provision of the Services where payment is overdue, on giving

immediate notice to Client. The right to suspend performance ceases when Client makes payment in full

of all amounts due.

4.4 Any period during which performance is suspended in pursuance of this Clause 6 shall be disregarded in

computing any contractual time limit taken, by Supplier or by a third party, to complete any work directly

or indirectly affected by the exercise of this right. Where the contractual limit is set by reference to a

date rather than a period, the date shall be adjusted accordingly.

4.5 Supplier reserves the right to charge Client interest on all overdue amounts at the statutory rate payable

under the Late Payment of Commercial Debts (Interest) Act 1998 in force from time to time.

4.6 Supplier may, at its absolute discretion, require a deposit or full payment before supplying Goods or

commencing any work and shall have no obligation to provide any goods or services until payment of the

aforementioned deposit or full payment.

4.7 Supplier shall be entitled to invoice Client for any goods acquired or created by it for the purpose of

enabling it to comply with its obligations under the Contract. Such invoice may be delivered prior to the

delivery of such goods to Client.

4.8 Where the Services are delivered in instalments or in the course of two or more separate deliveries any

failure to make such payments due on or before the due date will entitle Supplier at its option to treat the

Contract as voided by Client and in such event Supplier reserves all rights therein which may have accrued

to Client prior to such termination.

 

5. Responsibilities

Clients are responsible for:

5.1 Providing facilities and procedures to allow our personnel to perform their function such as but without

limitation.

Toilet and washroom facilities.

Adequate security clearances and building passes.

Such parking facilities as are required by the Supplier engineers.

Secure storage for Supplier requirements including goods, equipment, tools, computer equipment and

personal items.

Client shall notify Supplier of all security and other office procedures implemented at the Site and shall

provide Supplier with its Health and Safety policy prior to the commencement of the Term.

Supplier shall comply with all such security and office procedures at all times during the provision of the

Services.

Ensure Supplier have access to the site and to power/ light on the dates indicated in the Quotation and

any others as may be advised from time to time.

Notifying Supplier of any special requirements or alterations to the original quotation Client may have.

Notifying Supplier of any special considerations client’s site may have.

Ensuring the site is free of hazards, including without limit, animals, and children.

Supplier

Parkbury Estate

Unit 13, Handley Page Way, St Albans, AL2 2DQ

T 020 8236 0331

Company Registration No.6303562. VAT Registration No. 974 8630 73

Unit 13, Handley Page Way, St Albans, AL2 2DQ

5.2 Supplier is responsible for:

Informing Client of the progress of the delivery of Services.

Delivering the Services with all reasonable skill and care, and in full compliance of relevant established

current professional standards and safety requirements.

 

6. Risk in and Ownership of Goods

Risk in any goods supplied shall pass to Client on delivery to Clients premises. Ownership in the goods shall not

pass to Client until Supplier have received in full, in cleared funds, all sums due to Supplier in respect of the goods

and all other sums which are or may become due to Supplier from Client on any account. Until ownership of the

goods has passed to Client, Client shall: hold the goods on a fiduciary basis as Our bailee; store the goods

separately from all other goods of Clients or any third party in such a way that they remain identifiable as Our

property; not destroy or deface any identifying mark on the goods or their packaging; and, maintain the goods in

satisfactory condition fully insured.

 

7. Confidentiality and Intellectual Property

7.1 Each party shall continue to own the Intellectual Property Rights in all documents, goods and services

owned by that party prior to the date of the Contract.

7.2 So far as is required for the completion of the Contract the party owning such Intellectual Property Rights

shall grant to the other a royalty free, non-exclusive, non-assignable license that will terminate on the

termination of the Contract.

7.3 Supplier shall own the Intellectual Property Rights in all documents, goods and services created by it

during the course of the Contract and grants to Client a royalty free, non-exclusive, non-assignable licence

for such period as is reasonably necessary to enable Client to receive the full benefits of the Contract.

7.4 Supplier and Client will treat as confidential all information obtained from the other party under or in

connection with the Contract concerning the business or affairs of the other or any member of the group

of companies to which it belongs or which is designated as confidential by the other party or which is by

its nature clearly confidential (“Confidential Information”).

7.5 The recipient party will not modify the other party’s Confidential Information or use or disclose it to any

person (or permit others to do so, except those employees, agents, sub-contractors, suppliers and other

representatives as necessary for the performance of Supplier rights and obligations under the Contract)

without the other party’s prior written consent.

7.6 The provisions of 10.4 and 10.5 will not extend to information which:

7.6.1 was in the receiving party’s lawful possession prior to the disclosure and had not been obtained by the

receiving party either directly or indirectly from the disclosing party; or

7.6.2 is already or becomes public knowledge through no act or omission of the receiving party paragraph; or

7.6.3 Is independently developed by the recipient party without access to or use of such information; or

7.6.4 Is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

7.6.5 Is required to be disclosed by law or by any regulatory authority having jurisdiction over either party.

7.7 Each party:

7.7.1 Will ensure that all persons to whom it discloses any Confidential Information of the other party are

aware prior to disclosure of the confidential nature of the information and that they offer a duty of

confidence to the other party.

7.7.2 Agrees to take all reasonable steps to ensure that the other party’s Confidential Information is not

disclosed or distributed by its employees or agents in violation of these provisions; and

7.7.3 Shall give notice to the other party of any unauthorised misuse, disclosure, theft, or other loss of that

party’s Confidential Information immediately upon becoming aware of the same.

7.8 These obligations will survive any termination of the Contract.

Supplier

Parkbury Estate

Unit 13, Handley Page Way, St Albans, AL2 2DQ

T 020 8236 0331

Company Registration No.6303562. VAT Registration No. 974 8630 73

Unit 13, Handley Page Way, St Albans, AL2 2DQ

 

8. Cancellation

If Clients must cancel a Confirmation Client has placed the following terms apply:

In all cases Client will be required to pay for the cost of any materials/parts/consumables detailed in Clients

Confirmation that Supplier have ordered on Clients account and upon which Supplier cannot obtain a refund from

our supplier or where only a partial refund is obtainable, plus any applicable carriage/packaging/storage fees.

Additionally:

If Clients can give more than 30 days, notice of Clients cancellation prior to the estimated date of commencement

of Clients Services as detailed in Clients quotation, Client will be required to pay an additional charge of 25% of the

remaining Quotation value.

If Client give less than 30 days, notice of Clients cancellation prior to the estimated date of commencement of

Clients Services as detailed in Clients quotation Client will be required to pay an additional charge of 50% of the

remaining Quotation value.

If notice of cancellation is received once delivery of the Services has commenced, Client will be required to pay an

additional charge of 100% of the remaining Quotation value.

Where upfront or stage payments have been made these amounts will be reconciled with any payment due and

any outstanding balance will be payable by Client immediately. No repayments will be made. Client will never be

required to pay more than the total Quotation value.

All cancellation requests must be received and agreed via email by Supplier.

The date on which the email is received by Supplier will be deemed as the date the request has been made.

 

9. Termination

9.1 If Client shall fail to pay any payment to Supplier on the due date or becomes subject to any of the

circumstances detailed below then Supplier may treat all sums due or to become due on any delivery as

immediately payable and/or at its absolute discretion suspend or cancel further work or require payment

in advance therefor or treat the Contract as repudiated by Client but without prejudice to any other rights

of Supplier.

9.2 If Client become subject to any of the circumstances detailed below then Supplier may treat the Contract

as repudiated by Client but without prejudice to any other rights of Supplier.

9.2.1 Client commence negotiations with all or any class of its creditors with a view to rescheduling any of its

debts or makes a proposal for or enters, into any compromise or arrangement with its creditors.

9.2.2 (being an individual) Client is the subject of a bankruptcy petition or order.

9.2.3 A creditor or encumbrancer of Client attaches or takes possession of, or a distress, execution,

sequestration or other such process is levied or enforced on or sued against, the whole or any part of its

assets and such attachment or process is not discharged within14 days;

9.2.4 (being a company) An application is made to court, or an order is made, for the appointment of an

administrator or if a notice of intention to appoint an administrator is given or if an administrator is

appointed over Client.

9.2.5 (being a company) A floating charge holder over the assets of Client has become entitled to appoint or

has appointed an administrative receiver.

9.2.6 A person becomes entitled to appoint a receiver over the assets of Client or a receiver is appointed over

the assets of Client.

9.2.7 Any event occurs, or proceeding is taken, with respect to Client in any jurisdiction to which it is subject

that has an effect equivalent or similar, to any of the events mentioned in clause 9.2.1 to 9.2.6.

Supplier

Parkbury Estate

Unit 13, Handley Page Way, St Albans, AL2 2DQ

T 020 8236 0331

Company Registration No.6303562. VAT Registration No. 974 8630 73

Unit 13, Handley Page Way, St Albans, AL2 2DQ

9.2.8 Client suspends, threatens to suspend, ceases, or threatens to cease to carry on all or substantially the

whole of its business.

9.3 If Supplier becomes subject to any of the circumstances detailed below then Client may treat the Contract

as repudiated by Supplier but without prejudice to any other rights of Client.

9.3.1 Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of

its debts or makes a proposal for or enters, into any compromise or arrangement with its creditors.

9.3.2 A creditor or encumbrancer of Supplier attaches or takes possession of, or a distress, execution,

sequestration or other such process is levied or enforced on or sued against, the whole or any part of its

assets and such attachment or process is not discharged within14 days;

9.3.3 An application is made to court, or an order is made, for the appointment of an administrator or if a

notice of intention to appoint an administrator is given or if an administrator is appointed over Supplier.

9.3.4 A floating charge holder over the assets of Supplier has become entitled to appoint or has appointed an

administrative receiver.

9.3.5 A person becomes entitled to appoint a receiver over the assets of Supplier or a receiver is appointed

over the assets of Supplier.

9.3.6 Any event occurs, or proceeding is taken, with respect to Supplier in any jurisdiction to which it is subject

that has an effect equivalent or similar to any of the events mentioned in clause 9.3.1 to 9.3.5 (inclusive).

9.3.7 Supplier suspends, threatens to suspend, ceases, or threatens to cease to carry on all or substantially the

whole of its business.

9.4 If either party fails to comply with any of the provisions of these terms and does not rectify such noncompliance

within 14 days of receipt of a written notice thereof, the other party may, without prejudice

to any other of its rights or remedies it may have and without being liable to the other for any loss or

damage which may be occasioned, give written notice to the non-complying party terminating the

Contract with immediate effect, but such notice shall be without prejudice to Supplier right to recover all

monies owing under the Contract

 

10. Limitation of Liability

Neither party shall have any liability for any indirect or consequential losses or expenses, including but not limited

to loss of or damage to anticipated profits, contracts, reputation, goodwill, labour costs or losses or expenses

arising from 3rd party claims.

Notwithstanding the above clause and save in the case of death or personal injury caused by the negligence of

Supplier, Supplier liability under this agreement shall be limited to £10000 or the price paid by Client for the

Services, whichever be the lesser; and in the case of any Warranty claims to the price of the individual element of

the Services to which the claim relates.

 

11. Warranty

Supplier will warrant any goods that form part of the Services under Client Quotation for a period of 6 months or

the length of the Manufacturers’ Warranty, whichever is the longer. Supplier will not be liable for any claims under

this Warranty where the goods are found to have been Supplied and/or stored other than in accordance with the

Manufacturers guidelines or misused in any way, or where any faults are as a result of general wear and tear or

the failure or inadequacy of works carried out on the goods either prior to or subsequent to the provision of the

Supplier services. In all cases the warranty does not cover the labour involved in correcting any faults save where a

fault has arisen as a result of the negligence of Supplier. Please note that where Supplier are requested to return

to Clients site to repair/replace items under this warranty which are subsequently found not to be faulty or the

faults in which are not as a result of an action or inaction of Supplier, Supplier will charge a call out fee and labour

charges at our then current rates.

If Client wish to make a claim under this warranty, please notify Supplier immediately by phone or email quoting

the Quotation reference number.

Supplier

Parkbury Estate

Unit 13, Handley Page Way, St Albans, AL2 2DQ

T 020 8236 0331

Company Registration No.6303562. VAT Registration No. 974 8630 73

Unit 13, Handley Page Way, St Albans, AL2 2DQ

 

12. Data Protection

12.1 Supplier will process personal information (“Information”) provided by Client as defined in the General

Data Protection Regulations 2018 (“GDPR”) in accordance with applicable data protection law and this

Clause 12.

12.2 Client consents to Supplier Supplying Information as follows:

12.2.1 Supplier will obtain, record, store, and Supply Information as necessary to perform Services including

transfer of Information to employees, agents and third parties as required for this purpose.

12.2.2 Supplier may transfer its business assets (which include Information) on re-organization, sale, or merger

of the whole or any part of its business.

12.2.3 Supplier reserves the right to process Information as required for marketing purposes, to obtain legal

advice, comply with legal requirements, enforce or apply any agreements (including the Contract) and

protect the rights, property or safety of Supplier, its employees, clients, customers and others.

12.2.4 Supplier may transfer Information outside the European Economic Area for any of the purposes listed in

this Clause 12.

12.2.5 If Supplier intends to process Information other than as set out above Client will receive notice and be

given the opportunity to decline the processing.

 

13. Dispute Resolution

13.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out

of or in connection with the Agreement and such efforts shall involve the escalation of the dispute to an

appropriately senior representative of each Party.

13.2 If the dispute cannot be resolved by the Parties within one month of being escalated as referred to in

clause 13.1

13.3 The dispute may by agreement between the Parties be referred to a neutral adviser or mediator (the

“Mediator”) chosen by agreement between the Parties. All negotiations connected with the dispute shall

be conducted in confidence and without prejudice to the rights of the Parties in any further proceedings.

13.4 If the Parties fail to appoint a Mediator within one month or fail to enter into a written agreement

resolving the dispute within one month of the Mediator being appointed, either Party may exercise any

remedy it has under applicable law.

 

14 Confidentiality

Confidentiality, Transparency and Publicity.

14.1 Subject to clause 14.2, each Party shall:

14.1.1 Treat all Confidential Information it receives as confidential, safeguard it accordingly and not disclose it to

any other person without the prior written permission of the disclosing Party; and 14.1.2 not use or

exploit the disclosing Party’s Confidential Information in any way except for the purposes anticipated

under the Agreement.

14.2 Notwithstanding clause 14.1.1, a Party may disclose Confidential Information which it receives from the

other Party:

14.2.1 Where disclosure is required by applicable law or by a court of competent jurisdiction.

14.2.2 To its auditors or for the purposes of regulatory requirements.

14.2.3 On a confidential basis, to its professional advisers.

14.2.4 To the Serious Fraud Office where the Party has reasonable grounds to believe that the other Party is

involved in activity that may constitute a criminal offence under the Bribery Act 2010.

14.2.5 Where the receiving Party is the Supplier, to the Staff on a need to know basis to enable performance of

the Supplier’s obligations under the Agreement provided that the Supplier shall procure that any Staff to

whom it discloses Confidential Information pursuant to this clause 14.2.5 shall observe the Supplier’s

confidentiality obligations under the Agreement; and

Supplier

Parkbury Estate

Unit 13, Handley Page Way, St Albans, AL2 2DQ

T 020 8236 0331

Company Registration No.6303562. VAT Registration No. 974 8630 73

Unit 13, Handley Page Way, St Albans, AL2 2DQ

14.2.6 Where the receiving Party is the Client:

14.3 The Supplier shall not, and shall take reasonable steps to ensure that the Staff shall not, make any press

announcement or publicise the Agreement or any part of the Agreement in any way, except with the

prior written consent of the Client.

 

15 Health and Safety

Compliance

15.1 The Supplier shall promptly notify the Client of any health and safety hazards which may arise in

connection with the performance of its obligations under the Agreement. The Client shall promptly notify

the Supplier of any health and safety hazards which may exist or arise at the Client’s premises and which

may affect the Supplier in the performance of its obligations under the Agreement.

15.2 The Supplier shall:

15.2.1 Comply with all the Client’s health and safety measures while on the Client’s premises; 15.2.2 notify the

Client immediately in the event of any incident occurring in the performance of its obligations under the

Agreement on the Client’s premises where that incident causes any personal injury or damage to

property which could give rise to personal injury.

15.3 The Supplier shall:

15.3.1 Perform its obligations under the Agreement in accordance with all applicable equality Law and the

Client’s equality and diversity policy as provided to the Supplier from time to time; and 15.3.2 take all

reasonable steps to secure the observance of clause 15.3.1 by all Staff.

15.4 The Supplier shall supply the Services in accordance with the Client’s environmental policy as provided to

the Supplier from time to time.

 

16.Variations

Client may not vary this agreement unless it is specifically agreed in writing and signed by Supplier. Supplier may

vary this Agreement by notifying Client in writing of the proposed variation, such variation will be deemed

accepted if Supplier do not receive a response from Client within 15 days.

Neither party shall assign or transfer or purport to assign or transfer the contract or the benefits thereof to any

other person without the prior consent of each other

16.1 Either Party can request a variation to the Contract which is only effective if agreed in writing and signed

by both Parties. The Buyer is not required to accept a variation request made by the Supplier.

 

17. Force Majeure

If either party is subject to an event of Force Majeure, that is circumstances outside its reasonable control,

including but not limited to war, fire, industrial disputes or civil commotion, it shall notify the other and the first

party’s obligations under these Terms shall be suspended until it notifies the other party of the end of such event

of Force Majeure.

 

18.Waiver

Failure by either party to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any

such right nor operate so as to ban the exercise or enforcement thereof at any time or times thereafter.

Supplier

Parkbury Estate

Unit 13, Handley Page Way, St Albans, AL2 2DQ

T 020 8236 0331

Company Registration No.6303562. VAT Registration No. 974 8630 73

Unit 13, Handley Page Way, St Albans, AL2 2DQ

 

19. Severability

19.1 If any provision of this agreement (or part of a provision) is found by any court or administrative body of

competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force.

19.2 If any invalid unenforceable or illegal provision would be valid, enforceable, or legal if some part of it

were deleted the provision shall apply with whatever modification is necessary to give effect to the

commercial intention of the parties.

 

20. General

If any part of these Terms is found to be void or unenforceable by any Court of competent jurisdiction, such part

shall be severed from these Terms which will otherwise remain in full force and effect.

 

21. Applicable Law.

These Terms shall be governed by and interpreted according to English Law and the parties submit to the exclusive

jurisdiction of the English Courts.