TERMS AND CONDITIONS OF BUSINESS ESco BUSINESS SERVICES LTD
1. In these terms and conditions:-1.1 "ESco" shall mean ESco Business Services Ltd whose principal place of business is at Robjohns Farm, Vicarage Road, Finchingfield, Essex CM7 4LJ
1.2 "Client" shall mean any individual, partnership, company, charitable institution or other body to whom goods, consultancy services or other services are supplied by ESco.
1.3 "Services" shall mean any service supplied by ESco.
1.4 "Goods" shall mean any goods supplied by ESco.
1.5 "Client Property" shall mean any goods belonging to the Client and held by ESco on behalf of the Client for the purposes of the supply of Services by ESco;
1.5.1 for the avoidance of doubt, and without prejudice to the generality of Clause 1.5 above, "Client Property" shall include any information held by ESco in any computer or other electronic storage system.
2. All quotations are subject to confirmation in writing by ESco upon receipt of the order from the Client. The Contract shall be concluded by such confirmation and shall take effect from the time of despatch thereof to the Client. All contracts for the supply of Services or for the supply of Goods and Services shall be subject to these terms and conditions. All terms and conditions appearing in the Client's order which are inconsistent with these Terms and Conditions shall have no effect.
2.1 Any variation of the contract shall become binding only if confirmed in writing by the parties.
2.2 Any quotation provided to the Client by ESco shall remain valid for 30 days.
3. No employee or agent of ESco has authority to vary these terms and conditions.
4. Unless otherwise agreed in writing by the parties, the price quoted by ESco for Goods and/or Services is exclusive of VAT or any similar tax thereto (which will be charged at the rate in force at the date of invoice), and exclusive of the cost of stationery, lists, postage, delivery of Goods to and/or collection of Client Property from the Client, which items will be charged as extras.
5. The Client shall pay ESco within 30 days from the date of invoice, subject to maintaining a credit arrangement satisfactory to ESco. Otherwise payment shall be due on or before delivery.
6. Without prejudice to any other rights ESco may have in connection with late payment, ESco shall be entitled to charge interest on all overdue accounts at the rate of 2% above the base rate for the time being in force of Barclays Bank plc.
7. The Client shall not be entitled to withhold, suspend or set off against payments for Goods and/or Services supplied by ESco, for any reason whatsoever.
8. Until ESco has received payment of all sums due in connection with any Goods supplied or to be supplied by ESco, title to those Goods shall not pass to the Client.
9. Any and all Client Property kept on behalf of the Client on ESco's premises, or any premises under lease to ESco, or within vehicles belonging to or used by ESco or in the homes of ESco's outworkers, are so kept at the risk of the Client. Where necessary, the Client shall arrange adequate insurance cover and pay the insurer direct.
10. Unless otherwise expressly agreed in writing, ESco shall procure delivery of the Goods and/or the supply of the Services to the destination or destinations specified in any quotation or acceptance of order. The Client shall bear and there shall be added to the invoice price all costs including postage, packing, transport and insurance incurred by ESco in effecting delivery.
11. ESco reserves the right to use any carrier, transporter or other means of delivery at their discretion, unless otherwise agreed in writing between the parties.
12. ESco will endeavour to effect delivery of the Goods and/or supply of the Services in accordance with any requirements specified by the Client but time of delivery of Goods and/or supply of Services shall not be of the essence of any contract and ESco shall not be liable for any loss or damage whatsoever arising directly or indirectly from any failure to effect delivery of Goods and/or supply of Services within such period or otherwise;
12.1 for the avoidance of doubt and without prejudice to the generality of Clause 12, where Goods are delivered by carrier, such carrier shall be deemed to be the agent of the Client and ESco shall not be liable for any loss or late delivery of the Goods by the carrier.
13. The Client shall indemnify ESco against all liability to third parties including costs, charges and expenses which ESco may incur or suffer in connection with:
13.1 defamatory, obscene, indecent or offensive material contained within any Goods which ESco are requested by the Client to produce, despatch, store or post, or contained within any Client Property which ESco are requested by the Client to despatch, store or post, or within any other items despatched, stored or posted by ESco at the request of the Client: and/or
13.2 any injury to or the death of any person, or damage to any property movable or immovable by reason of or arising from any act of negligence, omission or default of the Client or the Client's agents or employees: and/or
13.3 the infringement whether in design or by description or in any other matter of the rights or property of any third party caused by the production and/or delivery of Goods and/or the supply of Services by ESco at the request of the Client and/or the use of Goods and/or Services by the Client and any third party or parties.
14. ESco may by notice to the Client terminate all or any part of any contract forthwith in the event that:-
14.1 the Client is in breach of any of these Terms and Conditions; or
14.2 the Client infringes any intellectual property rights of ESco in any manner whatsoever; or
14.3 the Client exceeds any credit limit imposed by the Company; or
14.4 the Client (being an individual) becomes bankrupt within the meaning of the Insolvency Act 1986 or otherwise makes any composition or arrangement with his creditors or (being a company) shall enter into liquidation (whether voluntary or compulsory) or shall have a receiver or administrative receiver over any part or all of its assets or undertaking or shall be the subject of any petition presented to the Court for the appointment of an administrator. Termination of the contract in any manner whatsoever shall be without prejudice to the rights of either party accrued as at the date of termination. In the event of termination of the contract by ESco pursuant to this Clause 14, ESco shall be entitled to remove and/or destroy any Client Property not collected from ESco by the Client within 30 days of written notice of termination of the contract serviced on the Client by ESco.
15. ESco shall not be liable in any manner whatsoever to the Client or to any party claiming through the Client or to any other party in respect of:
15.1 any loss of revenue, loss of customers, loss of any particular market or loss of general business reputation suffered by the Client; or
15.2 any loss or damage suffered by the Client in relation to the processing of any direct debit transaction or transactions by ESco on behalf of the Client.
16. ESco shall not be liable in any manner whatsoever for any breach of contract or delay in performance of its obligations insofar as such breach or delay arises by reason of circumstances beyond its reasonable control.
17. For the avoidance of doubt any breach or delay by ESco due to lock-out, strike or other action taken by employees of ESco in contemplation or furtherance of a trade dispute shall be deemed to be beyond the reasonable control of ESco.
18. All lists provided to ESco by the client must conform with the specific rules on list and database practice in the British Codes of Advertising and Sales Promotion.
19. ESco will refuse to mail any mailing pieces provided to ESco by the client that do not comply with the British Codes of Advertising and Sales Promotion.
20. In respect of BACS Direct Debit processing undertaken by ESco on behalf of the client:
20.1 ESco will undertake the preparation of the client's subscribers’ payments as defined in the customer service level agreement with the client;
20.2 ESco will advise the client if the total value of payments exceeds the limits negotiated with the client's BACS sponsor; the client will then be responsible for any re-negotiation with their BACS sponsor;
20.3 ESco will receive the BACS Input Report unless otherwise arranged by the client, and will be responsible for checking the totals are correct and that the report is received when due;
20.4 ESco will handle any rejected or adjusted records identified in the BACS Input Report in accordance with the customer service level agreement for subscription management previously agreed with the client;
20.5 ESco will immediately advise the client of any errors in the BACS Input Report; the client must in turn immediately notify their BACS Sponsor.
21. The contract shall be interpreted in accordance with and shall be subject to English law. The Client on entering into the contract undertakes to submit to the jurisdiction of the English courts.
