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STANDARD TERMS AND CONDITIONS

- BUSINESS TO BUSINESS -      - CONSUMERS -

1. INTERPRETATION

1.1 In these Conditions the following words have the following meanings:
the Client: the person(s), firm or company who purchases the Services from the Company;
the Company: RelocationAssist Limited
Contract any contract between the Company and the Client for the provision of services, incorporating these Conditions;
Services: any services agreed in the Contract to be supplied to the Client by the Company (including any part or parts of them).
1.2 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.3 In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.4 In these Conditions headings will not affect the construction of these Conditions.

2. APPLICATION OF TERMS

2.1 Subject to any variation under condition 2.3 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation or order, specification or other document).
2.2 No terms or conditions endorsed upon, delivered with or contained in the Client's purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all the Company's sales and any variation to these Conditions and any representations about the Services shall have no effect unless expressly agreed in writing and signed by a Director of the Company. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this Condition will exclude or limit the Company's liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Services by the Client from the Company shall be deemed to be an offer by the client to purchase Services subject to these Conditions.
2.5 No order placed by the Client shall be deemed to be accepted by the Company until a written acknowledgment of order is issued by the Company or (if earlier) the Company performs the Services for the Client.
2.6 The Client must ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no contract will come into existence until the Company despatches an acknowledgement of order to the Client. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

3. DESCRIPTION

3.1 The description of the Services shall be as set out in the Company's quotation or acknowledgement of order.
3.2 All samples, drawings, descriptive matter, web-site content specifications and advertising issued by the Company or indicated to the Client by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They will not form part of this contract.

4. PERFORMANCE

4.1 Any dates specified by the Company for performance of the Services are intended to be an estimate and time for performance shall not be made of the essence by notice. If no dates are so specified, performance will be within a reasonable time.
4.2 Subject to the other provisions of these Conditions the Company will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the performance of the Services (even if caused by the Company's negligence), nor will any delay entitle the Client to terminate or rescind the Contract unless such delay shall be unreasonable.

5. PRICE

5.1 Unless otherwise agreed by the Company in writing the price for the Services shall be the price set out in the Company's price list in force upon the date of performance of the Services.
5.2 The price for the Services shall be exclusive of any value added tax.
5.3 Unless specifically agreed in writing the Company will accept no payment for onward transmission on behalf of the Client of amounts owed by the Client to third parties. Nor will the Company accept payment on behalf of the Client of amounts owed to the Client by a third party.

6. PAYMENT

6.1 A deposit of 20% of the price for the services shall be payable upon acceptance of the Company's services and such deposit shall be non-returnable if the Contract is terminated for any reason.
6.2 Subject to conditions 6.1 and 6.4, payment of the price for the Services is due in pounds sterling 30 days from the date when the Company's invoice is issued.
6.3 Time for payment shall be of the essence.
6.4 No payment shall be deemed to have been received until the Company has received cleared funds.
6.5 All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other provision.
6.6 The Client shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Client.
6.7 The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

7. LIMITATION OF LIABILITY

7.1 Subject to condition 4, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:
7.1.1 any breach of these Conditions; and
7.1.2 any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
7.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
7.3 Nothing in these Conditions excludes or limits the liability of the Company:
7.3.1 for death or personal injury caused by the Company's negligence;
7.3.2 under section 2(3) Consumer Protection Act 1987;
7.3.3 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
7.3.4 for fraud or fraudulent misrepresentation.
7.4 Subject to conditions 7.2 and 7.3:
7.4.1 the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the Contract price; and
7.4.2 the company shall not be liable to the Client for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

8. INDEMNITY

8.1 The Client agrees to indemnify the Company against any damages, losses, costs, claims and expenses incurred by the Company in respect of any claim brought against the Company by any third party for:
(a) any loss, injury or damage wholly or partly caused by performance of the services;
(b) any loss or damage in any way connected with the performance of this Contract.
8.2 The Company strongly recommends that the Client takes appropriate legal and other professional advice and uses the services of solicitors, valuers, surveyors and other specialist services as necessary. The Company's services are not intended to be a substitute for these and the Company accepts no liability for any matter, damage, loss or claim which could have been avoided by the use of appropriate professional services.

9. ASSIGNMENT

9.1 The Client shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
9.2 The Company may assign the Contract or any part of it to any person, firm or company.

10. FORCE MAJEURE

The Company reserves the right to defer the date of performance or to cancel the Contract if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 30 days, the Client shall be entitled to give notice in writing to the Company to terminate the Contract.

11. GENERAL

11.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
11.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
11.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
11.4 Any waiver by the Company of any breach of, or default under, any provision of the Contract by the Client will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
11.5 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
11.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the Exclusive jurisdiction of the English courts.
11.7 The Company reserves the right to decline to offer a service or services to any Client whatsoever at its own discretion and without giving any reason.

12. COMMUNICATIONS

12.1 All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission:
12.1.1 (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Client by the Company; or
12.1.2 (in the case of the communications to the Client) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Client set out in any document which forms part of this Contract or such other address as shall be notified to the Company by the Client.
12.2 Communications shall be deemed to have been received:
12.2.1 if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);
12.2.2 if delivered by hand, on the day of delivery;
12.2.3 if sent by facsimile transmission on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.


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