Terms and Conditions

Interpretation

1.1 In these Conditions:

“CLIENT” means the person named on the Specification Sheet for whom the Supplier has agreed to provide the Services in accordance with these Terms;
“CONTRACT” means the contract for the provision of the Services;
“DOCUMENT” includes, in addition to a document in Writing, a map, plan, design, drawing, picture or other image, or any other record of any information in any form;
“INPUT MATERIAL” means any Documents or other materials, and any data or other information provided by the Client relating to the Services;
“OTHER COSTS AND EXPENSES” means all out of pocket costs and expenses incurred by the Supplier in the provisions of the Services which are not included in the Specification Sheet and/or the Supplier’s Standard Charges;
“OUTPUT MATERIAL” means any Documents or other materials, and any data or other information provided by the Supplier relating to the Services;
“SERVICES” means the service to be provided by the Supplier for the Client and referred to in the Specification Sheet;
“SPECIFICATION SHEET” means the sheet to which these Terms are appended;
“SUPPLIER” means Key Forensic Services Limited (registered in England and Wales under number 05395225) whose registered office is at Unit 1 ATU 1, University of Warwick Science Park, Sir William Lyons Road, Coventry CV4 7EZ and whose trading address is Unit 1 ATU 1, University of Warwick Science Park, Sir William Lyons Road, Coventry, CV4 7EZ;
1.2 Writing or Written includes faxes but not e-mail.
1.3 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 The headings in these Terms are for convenience only and shall not affect their interpretation.

2. Supply of the Services

2.1 The Supplier 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 by an authorised representative of the Supplier.
2.2 The Client shall at its own expense supply the Supplier with all necessary Documents or other materials, and all necessary data or other information relating to the Services, within sufficient time to enable the Supplier to provide the Services in accordance with the Contract. The Client shall ensure the accuracy of all Input Material.
2.3 All Output Material shall be at the sole risk of the Client from the time of delivery to or to the order of the Client.
2.4 The Services shall be provided in accordance with the Specification Sheet and otherwise as agreed in Writing between the Supplier and the Client.
2.5 Further details about the Services, and advice or recommendations about its provision or utilisation, which are not given in the Supplier’s brochure or other promotional literature, may be made available on Written request.
2.6 The Supplier may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Services without any liability to the Client.
2.7 The Supplier may at any time without notifying the Client make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.

3. Charges

3.1 Subject to any special terms agreed, the Client shall pay the sums which are agreed between the Supplier and the Client for the provision of the Services or which, in the Supplier’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.
3.2 The Client shall pay to the Supplier all Other Costs and Expenses reasonably incurred by the Supplier.
3.3 All charges 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.
3.4 The Supplier shall be entitled to invoice the Client following the end of each month in which the Services are provided, or at other times agreed with the Client.
3.5 The Supplier’s Standard Charges, Other Costs and Expenses and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any setoff or other deduction) within 30 days of the date of the Supplier’s invoice.
3.6 If payment is not made on the due date, the Supplier 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 4 % above the base rate from time to time of Bank of Scotland plc from the due date until the outstanding amount is paid in full.

4. Rights in Input Material and Output Material

4.1 The property and any copyright or other intellectual property rights in:
4.1.1 any Input Material shall belong to the Client
4.1.2 any Output Material shall, unless otherwise agreed in Writing between the Client and the Supplier, belong to the Supplier, subject only to the right of the Client to use the Output Material for the purposes of utilising the Services.
4.2 Any Input Material or other information provided by the Client which is so designated by the Client and any Output Material shall be kept confidential by the Supplier, and all Output Material or other information provided by the Supplier which is so designated by the Supplier shall be kept confidential by the Client; but the foregoing shall not apply to any Documents or other materials, data or other 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.
4.3 The Client warrants that any Input Material and its use by the Supplier 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 Supplier against any loss, damages, costs, expenses or other claims arising from any such infringement.
4.4 Subject to paragraph 4.3, the Supplier warrants that any Output Material and its use by the Client for the purposes of utilising the Services will not infringe the copyright or other rights of any third party, and the Supplier shall indemnify the Client against any loss, damages, costs, expenses or other claims arising from any such infringement.
4.5 The Client is responsible for ensuring that they are legally entitled to obtain and posses any Input Material
4.5.1 The Client agrees to indemnify the Supplier against all claims, expenses, and any loss or damage suffered by the Supplier as a result of any Input Materials which were not legally obtained or possessed
4.5.2 The Supplier strongly advises that clients obtain independent legal advice about their entitlement to take, obtain or posses Input Materials from persons other than themselves.
4.5.3 The Supplier makes no representation that the Client is legally entitled to perform any particular act in order to obtain Input Material.

5. Warranties and Liability

5.1 The Supplier warrants to the Client that the Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification Sheet and at the intervals and within the times referred to in the Specification Sheet. Where the Supplier supplies in connection with the provision of the Services any goods (including Output Material) supplied by a third party, the Supplier 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 Supplier.
5.2 The Supplier 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, out of sequence or in the wrong form, or arising from their late arrival or nonarrival, or any other fault of the Client.
5.3 Subject to the other provisions of these conditions the Supplier shall not be liable for any direct, indirect or consequential loss, all three of which terms include, without limitation:
5.3.1 pure economic loss;
5.3.2 loss of profits including loss of revenue;
5.3.3 loss of business;
5.3.4 depletion of goodwill and similar loss;
5.3.5 costs;
5.3.6 damages;
5.3.7 charges;
5.3.8 expenses;
(whether caused by the negligence of the Supplier, 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 Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Services, except as expressly provided in these Terms.
5.4 Nothing in these conditions excludes or limits the liability of the Company:
5.4.1 for death or personal injury caused by the Company’s negligence; or
5.4.2 under section 2(3), Consumer Protection Act 1987; or
5.4.3 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
5.4.4 for fraud or fraudulent misrepresentation.
5.5 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
5.6 The Supplier 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 Supplier’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Supplier’s reasonable control.

6. Termination

6.1 The Client shall be entitled to terminate the Contract at any time by giving not less than three months’ Written notice to the Supplier.
6.2 Either party may (without limiting any other remedy) at any time 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 30 days after being required by Written notice to do so, or if the other goes into liquidation, becomes bankrupt, has a receiver appointed, makes a composition or voluntary arrangement with its creditors or enters administration, or a moratorium comes into force in respect of the other (within the meaning of the Insolvency Act 1986).

General

7.1 These Conditions (together with the terms, if any, set out in the Specification Sheet) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in Writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
7.2 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 or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
7.3 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.
7.4 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.
7.5 Any dispute arising under or in connection with these Terms or the provision of the Services shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society.
7.6 English law shall apply to the Contract, and the parties agree to submit to the nonexclusive jurisdiction of the English courts.
7.7 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Supplier purports to apply under any purchase order, confirmation of order, specification or other document).
7.8 No terms or conditions endorsed on, delivered with or contained in the Client’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
7.9 These conditions solely apply to the Suppliers Services and any variation to these conditions and any representations about the Services shall have no effect unless expressly agreed in writing and signed by an authorised representative of the Supplier. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. Nothing in this condition shall exclude or limit the Supplier’s liability for fraudulent misrepresentation.
7.10 Each order or acceptance of a quotation for Services by the Client from the Supplier shall be deemed to be an offer by the Client to buy Services subject to these conditions.
7.11 No order placed by the Buyer shall be deemed to be accepted by the Supplier until a written acknowledgement of order is issued by the Supplier or (if earlier) the Supplier delivers the Services to the Client.
7.12 The Client shall be responsible to the Supplier for ensuring the accuracy of the terms of any order (including any applicable Specification) submitted by the Client, and for giving the Supplier any necessary information relating to the Services within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms.
7.13 Any quotation is given on the basis that no Contract shall come into existence until the Supplier 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 Supplier has not previously withdrawn it.