Terms and conditions

1. Our Contract With You

These Terms of Business (as updated from time to time) apply to all work we do on your behalf. It is an important document, so please read and keep it in a safe place for future reference.

These Terms of Business should be read together with our Service Level Agreement (“SLA”), as together they form the contract between us.

If there is any inconsistency between our Terms of Business and the SLA the SLA will take priority.

Your continuing instructions in this matter will amount to your acceptance of these Terms of Business.

Unless otherwise agreed, these Terms of Business will apply to all future instructions you give us on this or any other matter.

This contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

2. About Us

Helpdesq Limited is a company incorporated in England and Wales with registered number 05489099. Its registered office is at Studio 1, 305a Goldhawk Road, London, W12 8EU.

Where we say ‘we’, ‘us’ or ‘our’ in these Terms of Business, we mean Helpdesq Limited.

3. About You

Where we say ‘you’ or ‘your’ in these Terms of Business, we mean the client identified in the SLA and anyone authorised to give instructions on that client’s behalf.

4. General

All orders for the supply of goods and/or services, including acceptance of quotes, provide by us, are subject to these terms & conditions. The terms and conditions extend to our employees, servants, agents and/or subcontractors.

Any samples, drawings, descriptive matter or advertising issued by us and any descriptions of the Goods or illustrations or descriptions of the services are issued for the sole purpose of giving an approximate idea of the services and/or goods described in them. They shall not form part of the contract between us and you nor have any contractual force.

Any quotation given by us shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.

Each order received and accepted by us will be deemed to form a separate contract to which these terms & conditions shall apply and any waiver or any act of non-enforcement or variation of terms or part thereof on our part shall not bind or prejudice our rights in relation to the application of these terms & conditions to any other order, instalment or delivery whenever so arising.

5. Costs

Our fees are set out in our SLA and the quote referred to therein or, alternatively, may be set out in separate written correspondence from time to time, at or around the beginning of each instruction.

Unless otherwise agreed, the costs quoted exclude delivery and transit and any related insurance (which are charged at extra cost), VAT or installation charges (where applicable). Any work carried out additional to that specified in the relevant quotation or order shall be charged additionally.

The prices for the goods shall be those ruling at the date of despatch, and we reserve the right to amend quoted prices at any time prior to the date of despatch. Without prejudice to the generality of the foregoing, variation in prices include, but are not limited to: (i) increase in the costs of labour and/or goods and materials and/or transport, (ii) extra costs incurred as a result of cancellation, alteration or re-scheduling of orders by you, (iii) currency fluctuations affecting cost of goods and materials imported into the U.K.

6. Payment

Payment shall be made in full on or before supply of goods and services or, if agreed at the time of order, within 14 days of the date of invoice or as otherwise set out in the SLA.

All payments are to be made in pounds sterling.

Should work be suspended at the request of or delayed through any default by you for a period of 21 days we shall be entitled to payment for work already carried out, goods and materials specifically ordered and other additional costs including storage.

Any directors or other person holding out as representation of the company will bind you and will be personally liable for any outstanding debts in the event that you are unable to pay.

Should you dispute any portion of an invoice, you must pay the undisputed portion of the invoice in full and, within 14 days of receipt of said invoice and submit a documented reason for the disputed amount.

7. Credit Policy

Accounts usually take 5-10 working days to set up, subject to obtaining satisfactory credit references. Our credit terms are 30 days net from date of invoice. Accounts with overdue balances will be placed on credit hold. This means that no further goods will be shipped and all support and/or repair and/or warranty services withdrawn until the account has been brought into order.

Failure to keep to our credit terms will result in permanent loss in credit facility.

We reserve the right to charge interest for the term in which the debt is overdue at the Bank of England Base Rate plus eight per cent.

8. Supply Of Services

We shall supply services to you in accordance with the terms set out in your Service Agreement.

We shall use all reasonable endeavours to meet any performance dates specified in your SLA, but any such dates shall be estimates only and time shall not be of the essence for performance of the services.

We reserve the right to amend the scope of the SLA if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the service provided to you, and we shall notify you in any such event.

We warrant to you that the services will be provided using reasonable care and skill.

9. Despatch

The means of delivery of services, goods and materials shall be at our sole discretion. Where specifically requested by you for an expedited delivery, an extra charge may be made to cover any postage and labour, or any other additional costs involved. A charge may also be made to cover extra costs involved for delivery to a different address or redelivery.

10. Loss Or Damage In Transit Or Non-Delivery

The risk in goods shall pass to you on completion on delivery.

The title of the goods shall not pass to you until we have received payment in full (in cash or cleared funds).

You must examine the goods immediately after they are delivered to you. We reserve the right to reject claims in respect of shortages or damage in transit 72 hours after delivery of the goods, or in the case of non-delivery, 5 days after the due date for delivery.

All delivery dates are quoted in good faith and whilst we will use reasonable endeavours to deliver goods and services in accordance with your reasonable requirements, we do not accept liability in respect of late delivery of goods and services or damages or shortages, caused by the acts or omissions of you or of others or by causes beyond our control.

11. Termination & Cancellation

We may withhold or cancel any deliveries under any contract of sale and may recover all losses resulting therefrom if you;

1. fail to make payment on the due date under any contract with us or a third-party provider,
2. enter into a composition with creditors, or (being a company) has a receiver appointed or passes a resolution for winding up or if a court shall order it to be wound up, or commits an available act of bankruptcy, or
3. are in breach of any terms or conditions contained herein or in the SLA (not withstanding that on a former occasion or occasions we have expressly or impliedly waived any rights).
   Any directors representing the company will be personally liable for any outstanding debts in the event the company is unable to pay.
   Either party may terminate the contract in accordance with the terms set out in your SLA.
   In the event of an order being cancelled by you, you shall be liable to indemnify us against all losses, costs and other expenses (whether direct or consequential) occasioned by such cancellation.

12. Design & Variation

While we make every effort to ensure that goods supplied correspond in every respect with the sample, specification or description provided, we are not responsible for minor variations in specification, in colour or other design features. Such minor variations shall not entitle you to rescind the contract or shall be the subject of any claim against us. We may substitute goods for a substantially similar item in our absolute discretion.

13. Defective Products & Liability

All reasonable skill and care will be used in the provision of our services to you. We cannot accept responsibility for changes in the law or its interpretation that occur subsequent to our advice being delivered to you or which could not reasonably be known by us at the time.

Every product we sell is guaranteed in accordance with the terms of the manufacturer’s warranty provided with the goods

Returned goods must be accompanied by a copy of the original invoice relating to their purchase. GOODS RETURNED MUST BE IN THEIR ORIGINAL PACKAGING AND IN A CLEAN RESALEABLE CONDITION, GOODS RETURNED OTHERWISE WILL, AT OUR DISCRETION, EITHER BE REFUSED OR A FURTHER ADDITIONAL RESTOCKING FEE CHARGED TO COVER THE ADDITIONAL COSTS INVOLVED. Goods returned for repair under warranty must be accompanied by a copy of the original invoice, or must quote the original invoice number and date of purchase. It is your responsibility to ensure that any goods returned are properly insured. We will not be liable for goods returned that are lost in transit.

14. Force Majeure

We reserve the right to cancel, vary or suspend the operation of contract of sale if events occur which are in the nature of force majeure including (without prejudice to the generality of the foregoing), fire, floods, storm, plant breakdown, strikes, lockouts, pandemics, riot, hostilities, non-availability of materials or supplies or any other event outside of our control, and we shall not be held liable for any breach of contract resulting from such an event.

15. Entire Agreement

These Terms of Business and the SLA supersede all prior agreements, arrangements and understandings (whether express or implied) between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof.

16. Severance

If any provision of these Terms of Business or the SLA is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the agreement and the remainder of the provisions in question shall not be affected.

17. Law

The Terms of Business and the SLA shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English Courts.

18. Exclusions

Intellectual Property;

We retain copyright and ownership of the intellectual property rights over documents prepared by us and by third parties at our request. Where documents are prepared for your use, we grant you an irrevocable, royalty free licence to use those documents solely for your own use and viewing and strictly for the purpose for which they were prepared.

All intellectual property rights in, or arising out of, or in connection with the SLA (other than Intellectual Property Rights in any materials provided by you) shall be owned by us.

Limitation of liability;

We have obtained insurance cover in respect of our own legal liability. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange, and you are responsible for making your own arrangements for the insurance of any excess loss.

The restrictions on liability in this clause 3 apply to every liability arising under or in connection with the SLA including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

Nothing in the Terms of Business or the SLA limits any liability which cannot legally be limited, including liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation;
3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
4. defective products under the Consumer Protection Act 1987.
   Subject to clause 3.3, our total liability to you shall not exceed an amount equivalent to three months fees due in accordance with your SLA.
   This clause 3.5 sets out specific heads of excluded loss:
5. The following types of loss are wholly excluded:
6. loss of profits;
7. loss of sales or business;

• loss of agreements or contracts;

1. loss of anticipated savings;
2. loss of use or corruption of software, data or information;
3. loss of or damage to goodwill; and

• indirect or consequential loss.
  This clause 3 shall survive termination of the Contract.
  If the performance of our obligations under the SLA are prevented or delayed by any act or omission by you, we shall:

1. not be liable for any costs, charges or losses incurred by the client
2. be entitled to payment of all fees and charges despite any such prevention or delay
3. be entitled to recover costs that the supplier sustains directly or indirectly form such preventions or delay

19. Confidentiality

In this clause 19 the following definitions apply:

Confidential Information: means the business, commercial, economic, financial, operational, technical, administrative, marketing, planning and staff information and data relating to the Discloser or his interests disclosed to the Recipient during the Discussions, whether in written, oral, pictorial or any other form, and all information, data, know how, formulae, processes, designs, photographs, drawings, specifications, software programs, samples or other material attributable to or deriving its existence from the Discussions.

Disclosing Party: means the party to this SLA that discloses information, directly or indirectly, to the Receiving Party under or in anticipation of this SLA.

Receiving Party: means the party to this SLA that receives Information, directly or indirectly from the Disclosing Party.

• The Receiving Party undertakes to the Disclosing Party:
  to keep the Confidential Information secret at all times;
  not to disclose it or allow it to be disclosed in whole or in part to any third party without the Disclosing Party’s prior written consent; and
  not to use it in whole or in part for any purpose except strictly in accordance with performing obligations and/or services under the SLA.
  The Receiving Party undertakes to take proper and all reasonable measures to ensure the confidentiality of the Confidential Information.
• The Receiving Party may disclose the Disclosing Party’s Confidential Information:
  to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the SLA. The Receiving Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the Disclosing Party’s Confidential Information comply with this clause 19; and
  as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
• The Receiving Party shall not use the Disclosing Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the SLA.

20. Data Protection

We will need to store personal information about you in order to provide you with our services, and we may disclose that information to third parties in the course of acting for you. We will also keep some of your personal information so that we can contact you with updates and information about our services, which may be of interest to you. This information will not be passed to any third party for marketing purposes.

We are accredited with ISO27001 data security standard, a data security standard which means we have tightly controlled systems to consider, reduce and mitigate against risk of data loss or escape and we are audited by an ISO approved examiner annually to ensure compliance.

21. Acceptance

These Terms of Business shall apply to any future instructions given by you to us, unless otherwise agreed.

The work required by us will involve the creation of a contract, which is subject to The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. As such, you have the right to cancel your contract with us within 14 days. Should you require us to commence work on your matter within the 14-day cancellation period (because for example of the urgency of the case) you will need to confirm your agreement for us to proceed with your matter by signing and returning a copy of our Service Agreement.

If you wish to cancel your instructions after you have signed and returned your Service Agreement, please confirm this in writing to us straight away. You will be liable to pay for any disbursement costs incurred prior to our receiving your written instructions of cancellation.

By signing and returning our Service Agreement to us, you are giving us the right for us to commence work on your matter immediately. Please note you retain the right to cancel in the 14-day cancellation period under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.