1.1. As used herein the following terms shall have the following meanings, unless the context otherwise requires.“Agreement” means the agreement between the Company and the Client, comprising this document.“Goods and/or Services” means all goods and/or services performed by Crampton ltd and/or Ian Cramp.
1.2. “Confidential Information” means any information relating to the business and affairs of both the Company and the Client and to the identity and business affairs of either parties customers and clients and potential customers and clients which comes to either parties attention or possession and which both parties regard or could reasonably be expected to regard as confidential, whether or not any such tangible information is marked “confidential”
1.3. “Intellectual Property Rights” include but are not limited to copyrights, patents, utility models, trade marks, service marks, design rights ( whether registered or unregistered), database rights and proprietary information rights in all materials, designs, programs, reports, manuals, visual aids and any other material prepared under the agreement.
1.4. “the Service Provider” means Crampton ltd and/or Ian Cramp
1.5. “ the Consultant(s)” means Ian Cramp and/or his associates
1.6. “the Client” means any customer or client or associate or contact of the Company
1.7. “the Company” means Crampton ltd and/or Ian Cramp
2.1. The interpretation, construction, effect and enforceability of the Agreement shall be governed by English Law and the parties agree to submit to the exclusive jurisdiction of the English Courts.
2.2. The forbearance or failure of the Company to enforce any of its rights or remedies to which it is entitled under the Agreement shall not be construed as a waver of those rights or remedies and shall not restrict or prevent the Company enforcing or exercising those rights or remedies in any other instance at any time whether during or after the termination of the Agreement.
2.3. The terms of the Agreement and of any specification provided under the Agreement may only be varied in writing by authorised representatives of both parties.
2.4. If any provision of the Agreement is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as is the Agreement had been executed with the invalid provision eliminated. In the event of a holding on invalidity so fundamental as to prevent the accomplishment of the purpose of the Agreement, the parties shall immediately commence good faith negotiation to remedy such invalidity.
2.5. The Company is under no obligation to provide Goods or Services to the Client other than as specified in the Agreement.
2.6. Upon termination of this contract, the Client shall return to the Company all property belonging to the Company.
2.7. Nothing in this agreement shall serve to create any employer/employee relationship or principal/agent relationship between the Company and the Client.
2.8. The Client will observe the provisions of the Data Protection Act 1998, and shall indemnify the Company for any breach thereof.
2.9. The Company shall be entitled to deduct by way of Set Off any loss that has been caused to the Company as a result of the Clients breach of the Agreement.
2.10. No rights shall accrue to any third party under the agreement pursuant to The Contracts (Rights of Third parties) Act 1999.
3.1. The Agreement shall remain in force for the period commencing the Company first taking instruction and/or order(s) from the Client
4. PERFORMANCE OF THE SERVICE
4.1. The Service Provider may schedule the Services at its discretion, subject to agreement with the Client.
4.2. The Service Provider shall use its own equipment or that of subcontractors or associates as appropriate.
4.3. The Service Provider and its Consultant(s) shall abide by such of the Clients rules and regulations as are relevant to the provision of the Services under the Agreement, to include rules on health, safety, security, confidentiality and site rules.
4.4. The Service Provider may substitute the Consultant.
5. PAYMENT OF INVOICES
5.1. All goods remain the property of the Company until payment is received in full.
5.2. Credit periods of up to 30 days for payments are acceptable if agreed in writing in advance by the Company. If there is no advance written agreement invoices are to be paid in full immediately upon receipt. Unpaid invoices will incur an additional fee equal to an interest rate of 1% per week compounded weekly.
5.3. Items not collected immediately upon completion of work will be subject to a storage fee of not less than £1 per day.
6.1. The Service Provider and its Consultant(s) warrant that;
6.1.1. Except as permitted by law, the Service Provider and its Consultant(s) shall not with malice deliberately disclose any Confidential Information relating to the Client without the prior written consent the Client. The Service Provider and its Consultant(s) shall not be held liable for any losses resulting from the inadvertent or non-malicious disclosure of any Confidential Information relating to the Client.
6.1.2. The Service Provider and its Consultant(s) shall be permitted to make any unauthorised use of any Confidential Information belonging to the Client.
6.1.3. The Service Provider and its Consultant(s) agree to sign any confidentiality agreement provided to it by the Client if the Service Provider and its Consultant(s) consider the terms of such an agreement to be reasonable.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. The Client agrees that all Intellectual Property Rights and any other proprietary rights whatsoever in any documentation and other material, including computer programs provided by the Client and/or the Service Provider and its Consultant(s) in connection with the performance of the Services, shall vest in the Service Provider and its Consultant(s). The Client agrees to assist the Company in obtaining any necessary licence or patent in relation to such copyright and all other Intellectual Property Rights.
7.2. The Client warrants that they have the right to utilise all software that they may utilise in connection with the Services, and that such use does not infringe and third party property rights and that all necessary licences in connection with the use of all software have been purchased.
8.1. The Client warrants that should it utilise a motor vehicle in connection with any matter in connection with the Company it has in force up to date motor vehicle insurance that covers business use.
8.2. The client accepts that the Company are in no way responsible for the safe storage of items not collected immediately. The client accepts responsibility for the correct storage transport and insurance of all items.
9.1. The Company may terminate the Agreement forthwith should:
9.1.1. the Company find the Client to be negligent, offensive, inefficient, vexatious, or technically unsuitable;
9.1.2. the Company advise the Client that the Client has, in its view, committed an act of misconduct which makes it unacceptable for the Company to trade with the Client;
9.1.3. the Client fail to make payment to the Company in accordance with any of its agreements with the Company for the provision of Goods and/or Services. For the avoidance of doubt this sub-clause is not restricted to the Clients failure to pay for the Company’s Goods and/or Services provided pursuant to the agreement;
9.1.4. the Client breach any terms of the Agreement and fail to remedy any such breach within two days of notice being given by the Company to the Client requiring remedy;
9.1.5. the Agreement between the Company and the Client fail to commence for whatever reason;
9.1.6. the Client be convicted of a criminal offence which, in the opinion of the Company, could affect the Company’s reputation;
9.1.7. a receiver, administrative receiver, administrator or someone of similar office be appointed to the Client or any part of its assets or undertakings, or the Client go into liquidation;
10.1. The Client shall indemnify the Company against any claims for tax and National Insurance made against the Company by the Inland Revenue or any third party in respect of Services provided by the Company during the period of this agreement and thereafter.
10.2. The Client shall indemnify the Company from all claims, actions or demands by third parties (which shall include the Client) against the Company and for all damages, losses, costs, expenses and payments whatsoever suffered or incurred by the Company in respect of any breach of the Agreement by the Client arising during the Agreement and thereafter. The Company may satisfy this indemnity from any payments due to the Client by the Company.
10.3. The client accepts that all work carried out by the Company and all goods supplied by the Company are experimental unproven and potentially lethally dangerous due to their nature as historic, historic reproduction, and/or for competition use and/or for use in harsh environments. The Client acknowledges that all parts and/or services are therefore liable to sudden and catastrophic failure at any time and will not hold the Company responsible for such failure under any circumstances.
11.1 The Client hereby acknowledges that the Company expends significant resource in sourcing and maintaining its clients, expertise, and Intellectual Property and is entitled to protect its commercial interests.