Terms and conditions
This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the services listed on our website www.prmaconsulting.com (our site) to you. Please read these terms and conditions carefully before subscribing to Services from our site. You should understand that by subscribing to our Services, you agree to be bound by these terms and conditions.
You should print a copy of these terms and conditions for future reference.
Please click on the button marked “I Accept” at the end of these terms and conditions if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Services from our site.
www.prmaconsulting.com is a site operated by PRMA Consulting Limited (“We”). We are registered in England and Wales under company number 05893400 and have our registered office at Registered office, 3 Booths Park, Booths Hall, Knutsford, Cheshire, WA16 8GS. Our main trading address is Linea House, Harvest Crescent, Ancells Business Park, Fleet GU51 2UZ. Our VAT number is 892020439.
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions.
Customer: the person, firm or company who purchases Services from the Supplier.
Data: data and information, whether verbal or written, and in whatever form, and provided by Supplier to Customer as part of the Services, including, without limitation, data forming part of Deliverables.
Deliverables: any products and materials developed by the Supplier in relation to the Services in any media, including, without limitation, data, diagrams, reports and specifications (including drafts).
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Services: the services to be provided by the Supplier under the Subscription.
Subscription: the Customer’s subscription to Services and the Supplier’s acceptance of it pursuant to condition 3.
Supplier: PRMA Consulting Limited.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
1.2 Headings do not affect the interpretation of these conditions.
2. Conditions
These conditions shall:
2.1 apply to and be incorporated in the Subscription described in condition 3; and
2.2 prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
3. Orders
3.1 After placing an order for a Subscription, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to purchase Services. All orders are subject to acceptance by us in our sole discretion, and we will confirm to you whether or not we accept your offer by sending you an e-mail. The contract between us, if any, will only be formed if and when we send you an email of acceptance.
3.2 The right to use the Services is personal to you, and you may not permit any other person to gain access to the Services other than your registered users.
4. Supplier’s obligations
4.1 The Supplier shall use reasonable endeavours to perform the Services with reasonable skill and care.
4.2 The Supplier shall use reasonable endeavours to meet the performance dates, if any, specified by Customer, but any such dates shall be estimates only and time shall not be of the essence of the contract.
4.3 Without prejudice to condition 9.2, certain Data may based on factual material gathered by Supplier in good faith from third party sources which has not been independently verified. While this Data has been prepared in good faith, no representation or warranty, express or implied, is or will be made and no responsibility or liability is or will be accepted by the Supplier or any of Supplier’s officers, employees or agents in relation to the accuracy or completeness of this Data and any such liability is expressly disclaimed.
4.4 Services are supplied to Customers on the express understanding that they are to be used for the purposes communicated in writing to Supplier. The Supplier gives no undertaking to provide Customers with access to any additional information or to update Deliverables or Data, provide any additional information, or to correct any inaccuracies which may become apparent.
5. Customer’s obligations
The Customer shall:
5.1 Pay the charges for the Services set out in the site or otherwise communicated to it by Supplier;
5.1.1 nominate individuals within its organisation who are entitled to use the Services, and Customer will use all reasonable efforts to ensure that users comply with these terms and conditions.
5.1.2 co-operate with the Supplier in all matters relating to the Services;
5.1.3 ensure that passwords used by registered users for access to the site shall be kept strictly confidential and shall not be transferable; and
5.1.4 notify Supplier if it becomes aware of or suspects any unlawful or authorised use of any password and indemnify and keep indemnified the Customer against any costs, claims losses or damages arising out of any unauthorised use of any password.
5.2 The Customer shall not, without the prior written consent of the Supplier, at any time for the duration of the Subscription to the expiry of twelve months after the completion of the Services, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Supplier.
5.3 Any consent given by the Supplier in accordance with condition 5.2 shall be subject to the Customer paying to the Supplier a sum equivalent to 50% of the then current annual remuneration of the Supplier’s employee or sub-contractor or, if higher, 50% of the annual remuneration to be paid by the Customer to such employee or sub-contractor.
6. Charges and Payment
6.1 Without prejudice to any other right or remedy that the Supplier may have, if the Customer fails to pay the Supplier its charge for the Services on the due date the Supplier may:
6.1.1 charge interest on such sum from the due date for payment at a rate of 1.75% per month, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. The Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
6.1.2 suspend all Services until payment has been made in full.
6.2 All payments payable to the Supplier under the Subscription shall become due immediately on termination of the Subscription, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Subscription.
6.3 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.
7. Intellectual Property Rights
7.1 All Intellectual Property Rights and all other rights arising from performance of the Services and in the Data and Deliverables shall be owned by the Supplier. The Supplier hereby licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Data, Deliverables and the Services as is envisaged by the parties. If the Supplier terminates the Subscription under condition 10, this licence will automatically terminate.
7.2 The Customer may not copy, reproduce, duplicate, modify, adapt, distribute, license, lend, sell or otherwise transfer any of the Data or Deliverables except for producing print outs for its own personal use. The Customer will use all reasonable endeavours to credit the Supplier as the source of the Data and Deliverables.
8. Confidentiality and Supplier’s property
8.1 The Customer shall keep in strict confidence all Data and Deliverables and all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier or its agents, and any other confidential information concerning the Supplier’s business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Customer’s obligations to the Supplier, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.
8.2 All materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer shall at all times be and remain the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier’s written instructions or authorisation.
8.3 This condition 8 shall survive termination of the Subscription, however arising.
9. Limitation of liability
9.1 The following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
9.1.1 any breach of the contract between Customer and Supplier for the Services;
9.1.2 any use made by the Customer of the Services, the Deliverables or any part of them; and
9.1.3 any representation, statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Subscription.
9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Subscription.
9.3 Nothing in these conditions excludes the liability of the Supplier:
9.3.1 for death or personal injury caused by the Supplier’s negligence; or
9.3.2 for fraud or fraudulent misrepresentation.
9.4 Subject to condition 9.2 and condition 9.3:
9.4.1 the Supplier shall not be liable, whether in tort (including without limitation for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:
9.4.2 loss of profits; or
9.4.3 loss of business; or
9.4.4 depletion of goodwill or similar losses; or
9.4.5 loss of anticipated savings; or
9.4.6 loss of goods; or
9.4.7 loss of contract; or
9.4.8 loss of use; or
9.4.9 loss or corruption of data or information; or
9.4.10 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
9.4.11 the Supplier’s total liability in contract, tort (including without limitation for negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Subscription shall be limited to the price paid for the Services.
9.5 The Supplier shall not be liable for any failure or incompatibility of any kind of any equipment or internet connection or disruption of any communication facility including internal or external network services.
10. Our right to vary these terms and conditions; termination
10.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements.
10.2 You will be subject to our terms and conditions of supply in force at the time that you order a Subscription from us, unless any change to these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to these terms and conditions before we send you the confirmation of subscription (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).
10.3 We reserve the right to terminate the Subscription at any time upon 30 days notice to Customer or forthwith upon the occurrence of a material breach of these terms and conditions by the Customer.
10.4 Termination of the Subscription, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.
11. Force majeure
11.1 The Supplier shall have no liability to the Customer if it is prevented from, or delayed in, performing its obligations or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, death, personal injury or illness of Supplier’s employees or contractors performing the Services, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
12. Waiver
12.1 A waiver of any right arising under the Subscription is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
12.2 Unless specifically provided otherwise, rights arising under the Subscription are cumulative and do not exclude rights provided by law.
13. Severance
13.1 If any provision of these terms and conditions or the Subscription is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
13.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
14. Status of pre-contractual statements
14.1 Each of the parties acknowledges and agrees that in entering into the Subscription it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement other than as expressly set out in the Subscription.
15. Assignment
15.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations arising in connection with the Subscription.
15.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations arising in connection with the Subscription.
16. No partnership or agency
16.1 Nothing in the contract between Customer and Supplier is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
17. Third party rights
17.1 The contract between Customer and Supplier evidenced by the Subscription is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.
18. Entire agreement
18.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Services and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
19. Notices
19.1 Any notice shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address as set out in the Subscription, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in the Subscription. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
20. Governing law and jurisdiction
20.1 The Subscription and these terms and conditions and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.
20.2 The parties irrevocably agree that the courts of England have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Subscription or these terms and conditions.
