General Terms & Conditions of Sale
1. Definitions and Interpretation
1.1 In these Conditions:
“AGREEMENT” means the agreement for the provision of the Services by E File to the Customer (The Parties) as contained in the Quotation, these Conditions and the Specific Conditions to which these Conditions are appended
“CHARGES” means the fees, charges and expenses for the Services as set out in the Quotation
“CUSTOMER” means the person or company named on the Quotation for whom E File has agreed to provide the Services in accordance with these Conditions
“E FILE” means E File UK Limited being the business carried out at Unit 11 Beaufort Court, Roebuck Way, Knowlhill, Milton Keynes, MK5 8HL
“PREMISES” means the Customer’s premises
“QUOTATION” means the Quotation to which these Terms and Conditions are appended
“SERVICES” means such of the services and goods as are specified in the Quotation and the Specific Conditions
“SPECIFIC CONDITIONS” means the conditions for the type of Services to be provided to which these General Terms and Conditions of Sale are appended
“TECHNICAL QUESTIONNAIRE” means the technical questionnaire to be completed by the Customer and returned to E File
1.2 Words denoting the masculine gender shall include the feminine and neuter genders and vice versa and words denoting the singular shall include the plural and vice versa
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation
1.4 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.
2. Supply of the Services
2.1 E File shall provide the Services to the Customer subject to these conditions and the Specific Conditions. The Customer shall sign, date and return the Quotation to E File to acknowledge the Customer’s acceptance of the details of the Services and Charges outlined in the Quotation before E File shall commence work
2.2 E File may at any time without notifying the Customer make any changes to the Services which are necessary to comply with any safety or other statutory requirements or which do not materially affect the nature or quality of the Services
3. Charges for Services
Subject to any provisions contained in the Specific Conditions, the Customer agrees to pay the Charges on the following terms:
3.1 The Customer shall pay the Charges at the times and the stages specified in the Quotation
3.2 Where a credit limit for a Customer is specified in the Quotation, E File reserves the right to cancel or amend such credit limit as previously granted, at any time without giving any reason
3.3 In the event of late payment the Customer shall pay interest on the amount of the Charges outstanding at the rate of statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 from the date due until the date of actual payment.
3.4 If payment remains overdue for more than 21 days E File reserves the right to withhold the provision of the Services until payment of all outstanding Charges and interest is made.
Such withholding does not relieve the Customer of its obligation to pay any outstanding Charges and interest.
3.5 The Customer shall be liable for and shall indemnify E File against all costs and expenses incurred by E File in respect of any steps, actions or proceedings made or brought against the Customer by E File to obtain payment of outstanding Charges and penalties
3.6 All payments must be in UK Pounds Sterling unless otherwise agreed in writing. If any cheque from the Customer is returned by the bank as unpaid for any reason the Customer will be liable for an administration fee of £30 or such increased figure as E File may from time to time reasonably require
4. Additional Services
Any additional work requested by the Customer must be the subject of a new Agreement and will be charged at the then going rate in force from time to time by E File
5. Performance
E File warrants with the Customer that the Services will be provided using reasonable care and skill and so far as reasonably possible in accordance with the Quotation and at the intervals and within the times (if any) referred to in the Quotation.
6. Customer’s Obligations
6.1 The Customer shall complete and return the Technical Questionnaire at the appropriate time
6.2 The Customer shall take all reasonable steps to ensure the health and safety of E File and its employees and representatives carrying out any of the Services at the Premises
6.3 The Customer warrants that the Agreement is not conditional upon the Customer obtaining hire purchase leasing or any other similar form of finance for payment of the Services
7. Liability
7.1 Except in respect of death or personal injury caused by E File’s negligence or as expressly provided in these conditions E File shall not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law or under the express terms of the Agreement for any loss of profit, loss of business or any indirect special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of E File or its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Customer or out of the operation of or inability to operate any software supplied by E File as part of the Services by the Customer and the entire liability of E File under or in connection with the Agreement shall not exceed the amount of the Charges for the provision of the Services except as expressly provided in these Conditions
7.2 E File shall not be liable to the Customer or be deemed to be in breach of the Agreement by reason of any delay in performing or failure to perform any of E File’s obligations in relation to the Services if the delay or failure was due to any events, circumstances or causes beyond E File’s reasonable control and in such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligations has been delayed or failed to be performed.
8. Termination
8.1 Either party may (without limiting any other remedy) at any time terminate the Agreement by giving written notice to the other if the other commits any material breach of these conditions 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 or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed
8.2 In the event that the Agreement is terminated as per clause 8.1, the Customer will pay and will indemnify E File against all costs, damages, fees and other charges payable by E File to any third party as a result of such termination and further the Customer shall pay to E File:
8.2.1 a proportionate sum for the Services as carried out to the date of termination on the basis of time incurred and materials used and
8.2.2 the net profit which would have been payable to E File if the Agreement had not been terminated comprising the amount of the Charges after deduction of the cost of supplying the Services and less any costs or payments made on behalf of the Customer to any third party
8.2.3 The Customer may not terminate the Agreement for convenience or for any reason other than defined in clause 8.1
9. Cancellation Period
9.1 The Customer may within 7 days of the date of the Customer signing the Quotation for the provision of Services cancel such Services by sending written notice of cancellation by recorded delivery post to E File
9.2 Provided that such written notice is received by E File within the stated period of 7 days, then the Customer shall be under no further obligation to E File in respect of the Services and any Charges paid by the Customer to E File in respect of the Services not provided up to the date of the cancellation will be refunded
10. General
10.1 In providing the Services E File is acting as an independent contractor and is not acting as an employee of the Customer
10.2 These Conditions together with the terms set out in the Quotation and the Specific Conditions 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 and conditions expressed or implied by statute or otherwise are excluded to the fullest extent permitted by law
10.3 The Customer may not assign, transfer or in any way make over any of its rights or obligations to any third party without the written consent of E File
10.4 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as any at the relevant time has been notified pursuant to this provision to the party giving the notice
10.5 No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right and no waiver by either party of any breach of the Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision
10.6 If any provision of these Conditions or in the Specific Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions or the Specific Conditions and the remainder of the provision in question shall not be affected
10.7 English Law shall apply to the Agreement and the Parties agree to submit to the jurisdiction of the English Courts
10.8 It is not intended that any of the terms of the Agreement will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person not a party to it.
Support-Specific Conditions
1. Definitions and Interpretation
1.1 In these Specific Conditions: “ANNUAL PERIOD” means a period of 12 calendar months calculated from the date of the Job Completion and thereafter from each anniversary of that date and throughout the Contract Term
“CONTRACT TERM” means a period of 36 consecutive months commencing on Job Completion
“GENERAL CONDITIONS” means the general conditions to which these Specific Conditions are appended to
“JOB COMPLETION” means the substantial completion of the installation specified in the Quotation
“E FILE” means any software supplied by E File UK Ltd in connection with the provision of the Support Services
“SOFTWARE” means either software supplied by E File UK ltd or Third Party Software
“SUPPORT SERVICES” means Software support and maintenance as specified in the Quotation
“THIRD PARTY SOFTWARE” means any third party software supplied in connection with the provision of the Support Services
1.2 Words and expressions used in these Specific Conditions shall, unless the context expressly requires otherwise, have the meaning given to them in and shall be interpreted in accordance with the General Conditions.
2. Provision of Support Services
2.1 E File shall provide the Support Services as specified in the Quotation and in accordance with these Specific Conditions
2.2 E File shall provide support for Software to the Customer with reference to the provider of Third Party Software if appropriate. E File shall use reasonable endeavours to resolve problems as quickly as practicable but shall not be liable to the Customer or be deemed to be in breach of the Agreement by reason of any delay or failure to do so
2.3 E File shall provide upgrades to the Software as it deems appropriate
2.4 Where a request for support (including, but without prejudice to the generality of the foregoing, the re-installation of server Software or the implementation of upgrades) by the Customer is in the sole opinion of E File not covered by the provision of Support Services but is a request for additional work then clause 4 of the General Conditions shall apply
3. Charges for Support
3.1 The Customer shall pay to E File the Charges for the provision of Support Services as specified in the Quotation
3.2 The Customer shall pay the Charges for each Annual Period for Support Services on or before the first day of the said Annual Period and thereafter on each anniversary of the first day of the Annual Period
3.3 E File may vary the Charges for the Support Services by service of a notice in writing (“the Notice”) on the Customer not less than 30 days before the end of the Contract Term specifying the Charges for Support Services for the next Contract Term. If no notice of termination is received by E File from the Customer within 7 days of the service of the Notice then the agreement for the provision of Support Services shall continue for a further Contract Term and the Charges specified in the Notice shall be deemed to be agreed as the Charges for the next Contract Term. If E File does not serve a notice on the Customer then the Charges for the next Contract Term shall continue and be at the same rate as the current Charges
4. Variation of Conditions
E File may, with the exception of varying Charges, vary its Specific Conditions for the provision of Support Services or its General Conditions at any time during the provision of Support Services by giving 60 days written notice (“the Variation Notice”) to the Customer of such amended conditions
5. Termination of the Agreement for the provision of Support Services on Notice
5.1 Neither party may terminate the agreement for the provision of the Support Services other than for the reasons specified in Clause 8.1 of the General Conditions
5.2 The provisions of clause 9 of the General Conditions shall not apply to any agreement for the provision of Support Services
