These terms apply to all sales of Psylutions products and services, unless we agree otherwise in writing. Please read them carefully.
In these terms, the following words have the following meanings: “Contract” means any contract for us to supply you with our Products or Services, incorporating these terms; “Products” means any product we have agreed to supply to you; “Services” means any service we have agreed to supply to you; “Psylutions”, “we”, “us”, “our” means Psylutions Ltd the company, supplying our Products or Services to you; “You”, “your” means the person or organisation purchasing our Products and/or Services.
A reference to a gender includes every gender, and a reference to the singular includes the plural and vice versa as the context requires. Headings are for ease of reference only and the words “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.
The Contract sets out the entire agreement between the parties relating to its subject matter and unless otherwise agreed in writing by the parties (whose agreement must refer to this clause), shall override any prior correspondence or representations and all other terms and conditions. The parties acknowledge that this Contract has not been entered into wholly or partly in reliance on, nor has either party been given any warranty, statement, promise or representation by the other or on their behalf other than as expressly set out in this Contract. Nothing in this Contract will exclude liability for any misrepresentation that was made fraudulently.
From time to time, we may change our Product or Service offerings, prices (which may take into account changes in a relevant price index) and/or these terms and in such event, we will give you reasonable notice of such changes. In particular, we will post changes to these terms in any relevant correspondence and these shall be deemed to have been accepted by you and will be effective 30 days from the date of posting for all subsequent orders.
Your order for our Products or Services shall be deemed to be an offer by you to purchase our Products or Services subject to these terms. Your order shall only be deemed to be accepted by us when we issue a written acknowledgement of your order or (if earlier) when we deliver our Products or Services to you. If we provide you with a quotation for our Products or Services, it is valid for a period of 30 days only from its date unless we have stated otherwise or have withdrawn it.
The description of our Products or Services is set out in our quotation or acknowledgement of order. Any other descriptions issued by us are provided for the sole purpose of giving you an approximate idea of our Products or Services and do not form part of the Contract. If our Products or Services do not conform to those specified in the Contract, you must notify us in writing within 15 days, failing which you will be deemed to have accepted them as being in accordance with the Contract and must pay the full agreed price.
Any delivery date specified by us is intended to be an estimate only unless we state otherwise in writing. If no date is so specified, delivery will be made within a reasonable time.
You shall provide all reasonable assistance to us as is necessary for our delivery of our Products or Services to you. We shall have no liability to you where any failure or delay in the delivery of our Products or Services is the result of your act, omission or delay in providing such assistance.
Our price for our Products and Services is set out in our written proposal to you. Unless otherwise stated, our price is exclusive of any expenses or value added, sales taxes or other taxes which will be charged (and payable by you) at the applicable rate at the time of invoice.
Unless we otherwise agree in writing, payment for our Products and/or Services is due without deduction within 15 days after the date of our invoice. In the event of late or non payment, we may suspend the provision of our Products or Services. The late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 apply. In the event of a default by the client Corporation or by the client Individual and the matter is turned over to a Collection Company, Law Firm and/or Law Courts for collections, the Corporation or Individual agrees to be liable for and pay an additional thirty-three percent (33%) of the unpaid balance, as liquidated damages.
We take pride in the quality of our Products and Services. If you establish to our reasonable satisfaction that there is a defect in the materials or workmanship of our Products or that our Services have not been performed with reasonable care and skill, then we shall at our sole discretion and within a reasonable time perform the following (“Warranty”):
Our Warranty does not apply unless you notify us in writing of the alleged defect within 7 days of the time when you discover or ought to have been discovered the defect and in any event within 3 months of the delivery of our Products or 1 month of performance of Services. Our Warranty also does not apply:
The express warranties set out in the Contract are the only warranties given by us in lieu of all other warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or otherwise, all of which are excluded, to the fullest extent permitted by law, from the Contract. Also specifically excluded from and disclaimed by the Contract is any warranty concerning, and any remedy whatsoever arising from, any claim or allegation of disparate impact or disparate treatment of or by our Products or Services, upon any group falling within any protected classification as identified by any equal employment opportunity law.
Nothing in these terms shall exclude or limit either party’s liability for death or personal injury caused by its negligence or for fraud.
Neither party shall be liable for any of the following losses or damage (whether or not such losses or damage were foreseen, direct, indirect foreseeable, known or otherwise): (a) economic loss, (b) loss of profits (whether actual or anticipated), (c) loss of revenue, (d) loss of anticipated savings, (e) loss of business, (f) loss of opportunity (g) loss of goodwill or for any other indirect, special or consequential loss or damage howsoever caused or any losses arising as a result of any third party bringing a claim in respect of any nature whatsoever. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply. In such cases, the party’s liability is limited to the greatest extent permitted by law.
Subject to these terms (including its schedules), our total aggregate liability arising out of or in connection with the performance or contemplated performance of the Contract (whether for tort (including negligence), breach of contract, breach of statutory duty or otherwise) shall in no event exceed 100% of the price paid or payable by you within the 12 month period immediately before the date of the event giving rise to your claim.
You acknowledge that our Products and/or the Services are intended to provide a guide only to you of the suitability and aptitude of potential and/or existing employees. Accordingly, you shall be solely responsible for all decisions taken or not taken in respect of such persons and shall indemnify us for any losses, damages, costs (including legal fees) and expenses incurred by or awarded against us which arise out of your decisions taken in respect of such persons. Where we have prepared reports for you, these reports represent opinions based on test results and must not be relied upon as statements of fact. In particular, whilst we have made efforts to ensure that our Products avoid discrimination based on sex, race and age, no guarantee is given that this will be avoided in the interpretation of the tests.
Either party may terminate the Contract by written notice with immediate effect if: (a) the other becomes or is reasonably likely to become insolvent, enters into administration, bankruptcy or compromises any debts with creditors; or (b) the other materially breaches the Contract and fails to remedy such breach, where it is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been required in writing to remedy or desist from such breach within 30 days.
Either party may terminate the Contract for any reason by providing the other party with at least 30 days prior written notice after the expiry of any agreed minimum term.
Upon termination of the Contract for any reasons whatsoever: (a) the relationship between the parties and any licences granted under the Contract shall cease; (b) any provision which expressly or by implication is intended to come into or remain in force on or after the termination of the Contract shall continue in full force and effect; (c) such termination shall be without prejudice to any rights or remedies of either party against the other which may have accrued up to the date of termination; (d) any pre-paid online credit units or offline dongle units remaining on your account shall expire and shall not be refunded; and (e) all sums owing pursuant to the Contract shall become due. If you terminate the Contract in the absence of any default by us, you shall pay us the cancellation charges specified in the schedules or if none are specified, a reasonable allocation of our fees based on the percentage of work completed by us up to the date of termination.