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Terms & Conditions

  1. Interpretation
    1. In these Conditions:
      “Client” means the person, company, firm or organisation for whom the Company has agreed to provide Services in accordance with these Terms;
      “Company” means Intelligent Fluid Solutions;
      “Contract” means the proposal document accepted by the Client that describes the Services to be provided by the Company;
      “Document” includes, in addition to a document in writing, a map, plan, design, digital data, drawing, picture or other image, or any other record of any information in any form;
      “Fees” means the fees set out in the Contract;
      “Input Material” means any Document or other materials or other information provided by the Client relating to the Services;
      “Output Material” means any Document or other materials (including without prejudice to the generality of the foregoing the Company’s pre-existing templates, designs, data base rights, copyright and know-how), or other information provided by the Company relating to the Services;
      “Services” means the work described in the proposal document provided by the Company to the Client.
  2. Supply of Services
    1. The Company shall provide the Services to the Client subject to these Terms. Any changes or additions to the Services or these Terms must be agreed in writing with the Company.
    2. The Client shall at its own expense supply the Company with all necessary Documents or other materials or information relating to the Services within sufficient time to enable the Company to provide the Services in accordance with the Contract. The Client shall ensure the accuracy of all Input Material.
    3. The Client shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. The Company shall have no liability for any such loss or damage, however caused. All Output Material shall be at the sole risk of the Client from the time of delivery to the Client.
  3. Delivery
    1. The Company will deliver the Services as per the Contract but time is not of the essence in this regard.
  4. Fees
    1. The Client shall pay the Company’s Fees and any additional sums which are agreed between the Company and the Client for the provision of the Services or which, in the Company’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause
      attributable to the Client. The Company shall be entitled to vary its Fees from time to time by giving not less than 28 days’ written notice to the Client.
    2. The Client shall pay, at the Company’s discretion, the Company’s out of pocket expenses and disbursements in connection with the Services.
    3. All Fees quoted to the Client for the provision of the Services are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.
    4. The Company’s Fees and any additional sums payable shall be paid by the Client (together with any applicable VAT and without any set-off or other deduction) within 30 days of the date of the Company’s invoice.
    5. If payment is not made on the due date, the Company shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 8% above the base rate from time to time of Lloyds TSB Bank plc from the due date until the outstanding amount is paid in full. The Late Payment legislation applies.
  5. Sub-contractors
    1. The Company reserves the right where the Company considers it necessary for the proper completion of the Services to sub-contract certain areas of work which are or may not be within the scope of the Services. The Company undertakes not to do so without the prior agreement of the Client which shall not be unreasonably refused.
  6. Rights in Input Material and Output Material
    1. The property and any copyright or other intellectual property rights in:
      1. Any Input Material shall belong to the Client.
      2. Any Output Material shall, unless otherwise agreed in writing between the Client and the Company, belong to the Company, subject only to the right of the Client to use the Output Material for the purposes of utilising the Services.
    2. Any Input Material or other information provided by the Client shall be kept confidential by the Company.
    3. Any Output Material or other information provided by the Company shall be kept confidential by the Client.
    4. The foregoing shall not apply to any Document, materials or information which are public knowledge at the time when they are so provided by either party and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
    5. The Client warrants that any Input Material and its use by the Company for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Company against any loss, damages, costs, expenses or other claims arising from any such infringement.
  7. Warranties and Liability
    1. The Company warrants to the Client that the Services will be provided using reasonable care and skill. Where the Company supplies in connection with the provision of the Services any goods or services (including Output Material) supplied by a third party, the Company does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Company.
    2. The Company shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
    3. Except in respect of death or personal injury caused by the Company’s negligence, or as expressly provided in these Terms, the Company shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the
      Company, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client, and the entire liability of the Company under or in connection with the Contract shall not exceed the amount of the Company’s Fees for the provision of the Services, except as expressly provided in these Terms.
    4. The Company shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company’s obligations in relation to the Services, if the delay was due to any cause beyond the Company’s reasonable control.
  8. Termination
    1. Either party shall be entitled to terminate the Contract at any time by giving not less than 21 days’ written notice to the other party. The Client is liable for payment during the 21 day notice period calculated on a pro rata basis in accordance with the Fee structure set out in the Contract.
    2. Either party may (without limiting any other remedy) terminate the Contract by giving written notice to the other if the other commits any breach of these Terms and (if capable of remedy) fails to remedy the breach within 21 days after being required by written notice to do so, or if the other goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.
  9. General
    1. A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to the other party at its registered office or principal place of business.
    2. No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
    3. If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
    4. English law shall apply to the Contract and the parties agree to submit to the non-exclusive jurisdiction of the English courts.

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