Terms & Conditions
'Clarity' and 'Environmental Thinking' are trading names of Specialist Technical Solutions Limited.
Registered in England & Wales. Company No. 4192624.
Terms & Conditions of Business
Terms & Conditions of Business
The following terms and conditions will apply to all work undertaken by Specialist Technical Soilutions Limited, and all commercial correspondence we enter into. Once we have agreed our costs with you and set up your account we will invoice you as and when necessary. If you utilise our services, whether a charge is made or not, you agree to be bound by these terms and conditions.
(i) In these Conditions:
"Customer" means the individual
or company whose order for the Services is accepted by the Seller.
"Conditions" means these terms and conditions of sale
and (unless the context otherwise requires) includes any special terms
and conditions agreed in writing between the Customer and the Seller.
"Contract" means the contract for the purchase and sale
of the Services.
"Supply" means the actual or deemed supply of the Services
in accordance with clause 6.
"Director" means a registered Director of the
Seller.
"Services" means the services (including any instalment
of the services) which the Seller is to supply in accordance with these
Conditions.
"Technical Documentation" means printed, published, photographic,
electronic or other documentation produced by the Seller.
"Order Acknowledgement" means the acceptance by the Seller
in response to the Customer's order, to sell the Services in accordance
with the Seller's quotation/proposal.
"Seller" means Specialist Technical Solutions Limited.
(ii) Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
(i) The Seller shall sell and the Customer shall purchase the Services in accordance with any order of the Customer which is accepted by the Seller by way of Order Acknowledgement, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions.
(ii) No variation to these Conditions shall be binding unless agreed in writing by a Director of the Seller.
(iii) The Seller's agents are not authorised to make any representations concerning the Services unless confirmed by a Director of the Seller in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
(iv) Any advice or recommendation given by the Seller or its agents to the Customer or its employees or agents as to the Services which is not confirmed in writing by the Seller is followed or acted upon entirely at the Customer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
(v) Any typographical or clerical omission in any sales literature, quotation/proposal, price list, Order Acknowledgement, invoice or any other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
(i) All quotations/proposals given by the Seller, whether orally or in writing shall be valid for a period of 30 days from the date of quotation/proposal.
(ii) No order submitted by the Customer shall be deemed to be accepted by the Seller unless and until confirmed by way of Order Acknowledgement.
(iii) The description of and any specification for the Services shall be those set out in the Order Acknowledgement.
(iv) Where an order for Ongoing Support is received in accordance with the Seller's quotation/proposal detailing a schedule of rates, the Customer agrees to add all work undertaken by the Seller on behalf of the Customer to that order. The Seller mayl issue a Monthly Statement to the Customer outlining work undertaken during the month and the value of the order to date.
(i) The price of the Services shall be the price quoted by the Seller and confirmed by the Order Acknowledgement. Prices quoted exclude and are subject to VAT or other sales taxes and duties.
(ii) The Seller reserves the right, by giving notice to the Customer at any time before supply, to increase the price of the Services to reflect any increase in the cost to the Seller due to any change in supply requirements, labour requirements or specifications for the Services which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Seller adequate information or instructions.
(i) Unless otherwise agreed in writing by the parties, payment for the Services is due and payable within 30 calendar days from transmittal of the Seller's Invoice, except in the case of Ongoing Support where Monthly Invoices will be issued by the Seller and these Monthly Invoices will be due and payable by the 15th day of the following month. Where Services are to be supplied in instalments, the Seller reserves the right to issue separate invoices for each instalment.
(ii) The Customer agrees that the Seller will make any necessary investigations into the Customerís credit rating, financial strength or related statistics. Depending on the outcome of such investigations the Seller reserves the right to cancel the Contract in accordance with these conditions and/or modify terms of payment required and/or ask for payment up-front in cash or cleared funds as required. The Customer may request a copy of any investigation undertaken under this clause and this will be supplied after an appropriate fee has been paid.
(iii) If the Customer fails to make any payment by the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
(a) cancel the Contract or suspend any further contracts with the Customer;
(b) appropriate any payment made by the Customer to such of the Services (or the Services supplied under any other contract between the Customer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Customer); and
(c) charge interest to the Customer at the rate of 2% per month above the base rate from time to time of HSBC Bank plc on the unpaid balance (such interest to accrue on a day to day basis from the due date for payment until receipt by the Seller of the full amount whether before or after judgement); and
(d) the Customer shall indemnify the Seller against all costs and expenses (including any legal costs and expenses on a full indemnity basis) incurred or sustained by the Seller in recovering sums due or in exercising rights pursuant to Clause 5.
(i) Any dates quoted for supply of the Services are approximate only and the Seller shall not be liable for any delay in Supply of the Services howsoever caused. This clause also applies to any dates quoted as part of ongoing Consultancy Support.
(ii) The Seller reserves the right to deliver the Services in instalments.
(iii) In the event that the Seller agrees to deliver Services ordered by the Customer in instalments where the requirements and supply dates for such instalments are to be requested by the Customer on a future date or dates, if the Customer has not notified the Seller of its requested supply dates for any remaining instalments within 2 months after the date of the Sellers Original Order Acknowledgement, the Seller, may at its option, supply such remaining instalments to the Customer having notified the Customer of the date upon which the Services will be supplied.
7. Intellectual Property, Confidentiality & Copyright
(i) The intellectual property rights in any Technical Documentation produced within the scope of the Services supplied shall not pass to the Customer until the Seller has received in cash or cleared funds payment in full of the price of the Services and all other Services agreed to be sold by the Seller to the Customer for which payment is then due.
(ii) Notwithstanding the above, the Seller and the Customer agree that all Technical Documentation transferred between the parties will remain confidential to the parties during execution of the Contract and following completion of the Contract except that the Customer agrees to allow the Seller to utilise Technical Documentation produced for the Customer but released into the public domain, for the purposes of marketing the Seller's Services. The Seller also agrees to such Technical Documentation being published on the Seller's website or in the Seller's printed marketing materials along with the Customer's logo and contact details.
(iii) If the Services are to be undertaken in accordance with a specification or document submitted by the Customer, the Customer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other intellectual property rights of any other person which results from the Seller's use of the Customer's specification or document.
(iv) Except as otherwise indicated, all Technical Documentation, including but not limited to design, text, graphics, other files, and the selection and arrangement thereof, are the copyright property of Specialist Technical Solutions Limited. ALL RIGHTS RESERVED. Copyright ownership may be transferred from the Seller to the Customer when the Seller has received in cash or cleared funds payment in full of the price of the Services and all other Services agreed to be sold by the Seller to the Customer for which payment is then due. Confirmation of this transfer will be provided in writing by the Seller in the Order Acknowledgement. Notwithstanding the above, the Customer may electronically copy and print hard-copy excerpts of the Technical Documentation only for non-commercial personal use, or non-commercial use within the organisation that employs you, provided that the Technical Documentation is not modified and all copyright or proprietary notices are retained. Any other use of the Technical Documentation, including any commercial use, reproduction for purposes other than described above, modification, distribution, republication, display, or performance-without the prior written permission of the Seller is strictly prohibited.
(i) Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by negligence of the Seller, its agents or otherwise) which arise out of or in connection with the supply of the Services or their use by the Customer, except as expressly provided in these Conditions.
(ii) The Seller shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Services, if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, any form or national or international terrorism as recognised by the United Nations, sabotage, insurrection, civil disturbance, requisition, illness or injury of the Seller's employees or agents; acts, restrictions, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or a third party); difficulties in obtaining raw materials, labour, fuel, parts of machinery; power failure or breakdown in machinery or electronic equipment or components.
(iii) Save for liability for death or personal injury resulting from negligence of the Seller, the Seller's aggregate liability under any one claim or under the total of all claims arising from any one act or default of the Seller howsoever such claim or claims arise (be it by negligence, breach of contract, misrepresentation or otherwise) shall in no circumstances exceed the price of the Services which have been undertaken and are the subject of the claim.
(i) This Clause applies if:
(a) the Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
(b) an encumbrancer takes possession, or an administrative receiver or administrator is appointed to take possession, of any of the property or assets of the Customer; or
(c) the Customer ceases, or threatens to cease, to carry on business or suffers any action in consequence or debt; or
(d) the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
(ii) If this Clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further supplies under the Contract without liability to the Customer, and if the Services have been supplied but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
(i) No waiver by the Seller of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
(ii) If any provision of these Conditions is held by a competent authority to be invalid or enforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
(iii) The Contract shall be governed by the laws of England and any dispute arising out of or in connection with it shall be determined by the non-exclusive jurisdiction of the English courts.
Terms & Conditions of Website Use
The terms and conditions of use below may be changed in the future without further notice. Further, these terms and conditions apply exclusively to your access to, and use of, this web site and do not alter in any way the terms or conditions of any other agreement you may have with Specialist Technical Solutions Limited. for products, services or otherwise.
Technical questions or comments about Specialist Technical Solutions Limited web site(s) may be directed to Specialist Technical Solutions Limited at webmaster@clarityauthoring.com. General questions may be directed to info@clarityauthoring.com. Other communications should be directed as indicated below.
This Web site is maintained and operated by Specialist Technical Solutions Limited at least in part on a server located in the UK. While Specialist Technical Solutions Limited has tried to provide accurate and timely information, there may be inadvertent technical or factual inaccuracies and typographical errors, for which we apologise. We reserve the right to make changes and corrections at any time, without notice.
2. Consent to Collect, Process and Transfer Personal Data
Use of this Web site may result in personal data about you being collected or processed by, and transferred to, Specialist Technical Solutions Limited in countries where legal systems may provide only limited protection for personal data. Such transfers may include personal data you directly provide (such as your name or email address) and personal data automatically collected or processed (such as your internet domain or IP address) as part of the operation of this Web site or during the course of your activities on or use of this Web site. By using this Web site, you expressly consent to any collection, processing, transfer or use of any personal data. If you do not agree and consent to any transfer, processing, collection or use of such information, you should not access or continue use of this Web site.
Where collection, processing or transfer of personal data results from your use of this Web site, Specialist Technical Solutions Limited does not warrant or represent that you will have the ability to control or prevent the collection, processing, use or further transfer of such information; however, Specialist Technical Solutions Limited will not transfer any such personal data to any company outside of the Specialist Technical Solutions Limited group of companies without your prior consent. You understand and agree that, with respect to personal data, you may not be able to access such information in the future; correct inaccuracies, if any; erase or cause removal of such information; or block collection or transfer of such information. Specialist Technical Solutions Limited makes no other representation regarding the collection, processing or transfer or use of any personal data. In no event shall Specialist Technical Solutions Limited be liable to you or others for any damages resulting from any transfer, processing, collection or use of personal data resulting from your use of this Web site.
You agree that any information supplied to Specialist Technical Solutions Limited and/or uploaded to our website is to the best of your knowledge true and accurate.
Specialist Technical Solutions Limited may use "cookies" in connection with operation of its Web site(s). Cookies are small pieces of information that are stored on your computer by the Specialist Technical Solutions Limited server (passing through your Netscape Navigator® or Internet Explorer® browser). Cookies are used for record keeping purposes-the stored information can be retrieved by the same Specialist Technical Solutions Limited server that created the cookie. This allows Specialist Technical Solutions Limited. to personalise, monitor, or regulate the use of this site, and also permits Specialist Technical Solutions Limited to automate the access and data-entry functions of the site (e.g., login information), to store on-line ordering information for purchases you may make while visiting the site, and to tailor the appearance or presentation of the site to your preferences or interests. In addition, cookies allow Specialist Technical Solutions Limited to track usage of the site (e.g., to determine which areas of the site are useful or popular) and permit us to improve and update the site effectively.
The use of cookies is common in the industry, and they are used at most major sites. Cookies will not be used to pass any information from your computer except the specific information placed into the cookie from one participating Specialist Technical Solutions Limited Web site when the cookie is retrieved by another participating Specialist Technical Solutions Limited web site. You may wish to adjust your Web browser to inform you whenever a cookie is to be used, or to reject all cookies automatically. However, if you elect not to accept cookies, some parts of the Web site may not function properly or permit access.
You agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, provided by you in the form of email or submissions to Specialist Technical Solutions Limited or postings at this Web site, are non-confidential and (to the extent of your ownership interests therein) shall become the sole property of Specialist Technical Solutions Limited. Specialist Technical Solutions Limited shall own exclusive rights and shall be entitled to the unrestricted use of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Except as otherwise indicated, all Web site materials, including but not limited to design, text, graphics, other files, and the selection and arrangement thereof, are the copyright property of Specialist Technical Solutions Limited. ALL RIGHTS RESERVED. You may electronically copy and print hard-copy excerpts of this Web site (and materials here) only for non-commercial personal use, or non-commercial use within the organisation that employs you, provided that the materials are not modified and all copyright or proprietary notices are retained. Any other use of the materials in this Web site-including any commercial use, reproduction for purposes other than described above, modification, distribution, republication, display, or performance-without the prior written permission of Specialist Technical Solutions Limited is strictly prohibited.
5. Forums, Interactive Areas, Postings and Feedback
This Web site may include discussion forums or other interactive areas, including chat rooms, bulletin boards or collaboration facilities. You agree not to upload to, distribute or otherwise publish through this Web site any content which is unlawful, libellous, defamatory, obscene, pornographic, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable, or that would constitute or encourage a criminal offence, violate the rights of any party, or otherwise create liability or violate any law. Forums and interactive areas shall be used only for non-commercial purposes. On this site you shall not, without the express written approval of Specialist Technical Solutions Limited., distribute or publish promotions, advertising or solicitations for funds, goods or services. You shall remain solely liable for the content of any messages or other information posted by you on this Web site, and Specialist Technical Solutions Limited takes no responsibility and assumes no liability for the content of posted or uploaded material. Please contact Specialist Technical Solutions Limited at webmaster@clarityauthoring.com, concerning any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter on this site. Specialist Technical Solutions Limited reserves the right, in its sole discretion, to remove or edit any material posted by you that is determined to be harmful, offensive or otherwise inappropriate.
6. Copyright Infringement by Postings
By posting software or other content to this site, you warrant to us (and we rely on this warranty) that such items are known to you to be free shareware or otherwise in the public domain, and you agree to indemnify us against all claims, damages, or losses arising from an action alleging infringement of copyright or other proprietary rights in such work. We undertake no duty to determine the validity of any claim of copyright. Upon receiving written notice (at webmaster@clarityauthoring.com) that any item posted on this site is believed to infringe a copyright or other proprietary right, we will remove said work and will not permit it’s re-posting. We make no warranty as to the currency, operability, or fitness for any particular purpose of any shareware software posted to this site, and will assume no liability for any losses or damages alleged to arise from use of or reliance on such software. We undertake no duty to determine the currency, operability, or fitness for any particular purpose of any shareware software posted to this site.
7. Specialist Technical Solutions Limited's Software
Software, to include any files, images incorporated in or generated by the software, and data accompanying the software (collectively "Software"), that may be made available on this Web site is licensed to you by Specialist Technical Solutions Limited., and no ownership rights pass to you. You shall not copy, distribute, sell, modify, reverse engineer, disassemble or create derivative works from any Software.
Specialist Technical Solutions Limited. makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of Web sites accessible by hyperlink from this Web site, or Web sites linking to this Web site.
"Specialist Technical Solutions Limited", the Specialist Technical Solutions Limited logo, the Clarity Authoring logo, the Environmental Thinking logo and the products and services described in this Web site are trademarks, trade names or service marks of Specialist Technical Solutions Limited. and its licensors, or are the property of their respective owners. These marks may not be copied, imitated or used, in whole or in part, without the express prior written permission of Specialist Technical Solutions Limited. In addition, page headers, custom graphics, button icons, and scripts may be service marks, trademarks, and/or trade dress of Specialist Technical Solutions Limited, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Specialist Technical Solutions Limited.
THIS WEB SITE AND THE MATERIALS UNDER THIS WEB SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. Specialist Technical Solutions Limited DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, and FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SPECIALIST TECHNICAL SOLUTIONS LIMITED DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THIS WEB SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. Specialist Technical Solutions Limited. DOES NOT REPRESENT OR WARRANT THAT THIS WEB SITE OR ITS SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Specialist Technical Solutions Limited reserves the right to change any and all content contained on this Web site at any time without notice. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Specialist Technical Solutions Limited.
IN NO EVENT SHALL SPECIALIST TECHNICAL SOLUTIONS LIMITED BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEB SITE OR THE MATERIALS CONTAINED IN, OR ACCESSED THROUGH, THIS WEB SITE.
These terms and conditions shall be governed by and construed in accordance with English Law, applicable to agreements made and entirely to be performed within such country, without resort to its conflict of law provisions. By accessing and/or placing orders under this Web site, you acknowledge that you have read, understood and agreed to be bound by these Terms and Conditions and by all applicable laws and regulations, including European and U.S. Export control laws and regulations. Visitors who do not agree with these Terms and Conditions should not access or place orders through this Web site. You agree that any action at law or in equity arising out of or relating to these Terms and Conditions shall be filed only in Country of England Court and you hereby irrevocably and unconditionally Consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms and Conditions.
Notwithstanding any of these Terms and Conditions, Specialist Technical Solutions Limited reserves the right, without notice and in its sole discretion, to terminate your license to use this Web site, and to block or prevent future access to and use of this Web site.
If any provision of these Terms and Conditions shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions.
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